<PAGE>
                                                               EXECUTION VERSION

                           SCHERING-PLOUGH CORPORATION

                                       TO

                              THE BANK OF NEW YORK

                                     Trustee

                                   ----------

                                    INDENTURE

                          Dated as of November 26, 2003

                                   ----------
<PAGE>
                          SCHERING-PLOUGH CORPORATION (1)

               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT

              OF 1939 AND INDENTURE, DATED AS OF NOVEMBER 26, 2003

<TABLE>
<CAPTION>
TRUST INDENTURE
   ACT SECTION                                                INDENTURE SECTION

<S>                                                  <C>
Section 310(a)(1).................................................607(a)
        (a)(2)....................................................607(a)
        (b)..........................................................608
Section 312..........................................................701
Section 314(a).......................................................703
        (a)(4)......................................................1004
        (c)(1).......................................................102
        (c)(2).......................................................102
        (e)..........................................................102
Section 315(b).......................................................601
Section 316(a)(last sentence)........................101 ("Outstanding")
        (a)(1)(A)...............................................502, 512
        (a)(1)(B)....................................................513
        (b)..........................................................508
        (c)..........................................................104
Section 317(a)(1)....................................................503
        (a)(2).......................................................504
        (b).........................................................1003
Section 318(a).......................................................111
</TABLE>

----------

(1)   Note: This reconciliation and tie shall not, for any purpose, be deemed to
      be a part of the Indenture.
<PAGE>
                               TABLE OF CONTENTS (2)


<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                  <C>
PARTIES ........................................................................             1

RECITALS OF THE COMPANY ........................................................             1

ARTICLE ONE             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION              1
        SECTION 101.    Definitions ............................................             1
                       "Act" ...................................................             2
                       "Additional Amounts" ....................................             2
                       "Affiliate" .............................................             2
                       "Attributable Debt" .....................................             2
                       "Authenticating Agent" ..................................             3
                       "Authorized Newspaper" ..................................             3
                       "Bearer Security" .......................................             3
                       "Board of Directors" ....................................             3
                       "Board Resolution" ......................................             3
                       "Business Day" ..........................................             3
                       "Clearstream" ...........................................             3
                       "Commission" ............................................             3
                       "Common Depositary" .....................................             3
                       "Company" ...............................................             4
                       "Company Request" and "Company Order" ...................             4
                       "Component Currency" ....................................             4
                       "Consolidated Net Tangible Assets" ......................             4
                       "Conversion Date" .......................................             4
                       "Conversion Event" ......................................             4
                       "Corporate Trust Office" ................................             4
                       "corporation" ...........................................             4
                       "coupon" ................................................             4
                       "Currency" ..............................................             4
                       "Default" ...............................................             5
</TABLE>

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

                                       -i-
<PAGE>
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                  <C>
                       "Defaulted Interest" ....................................             5
                       "Dollar" or "$" .........................................             5
                       "Dollar Equivalent of the Currency Unit" ................             5
                       "Dollar Equivalent of the Foreign Currency" .............             5
                       "Election Date" .........................................             5
                       "Euroclear" .............................................             5
                       "European Communities" ..................................             5
                       "Event of Default" ......................................             5
                       "Exchange Date" .........................................             5
                       "Exchange Rate Agent" ...................................             5
                       "Exchange Rate Officer's Certificate" ...................             5
                       "Exempted Indebtedness" .................................             5
                       "Extension Notice" ......................................             6
                       "Extension Period" ......................................             6
                       "Federal Bankruptcy Code" ...............................             6
                       "Foreign Currency" ......................................             6
                       "Funded Debt" ...........................................             6
                       "Government Obligations" ................................             6
                       "Holder" ................................................             6
                       "Indebtedness" ..........................................             7
                       "Indenture" .............................................             7
                       "Indexed Security" ......................................             7
                       "interest" ..............................................             7
                       "Intangible Assets" .....................................             7
                       "Interest Payment Date" .................................             7
                       "Market Exchange Rate" ..................................             7
                       "Maturity" ..............................................             8
                       "Officers' Certificate" .................................             8
                       "Opinion of Counsel" ....................................             8
                       "Optional Reset Date" ...................................             8
                       "Original Issue Discount Security" ......................             8
                       "Original Stated Maturity" ..............................             8
                       "Outstanding" ...........................................             8
                       "Paying Agent" ..........................................            10
                       "Person" ................................................            10
                       "Place of Payment" ......................................            10
                       "Predecessor Security" ..................................            10
                       "principal" .............................................            10
                       "principal amount" ......................................            10
                       "Principal Property" ....................................            10
                       "Redemption Date" .......................................            11
                       "Redemption Price" ......................................            11
                       "Registered Security" ...................................            11
                       "Regular Record Date" ...................................            11
                       "Repayment Date" ........................................            11
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                  <C>
                       "Repayment Price" .......................................            11
                       "Responsible Officer" ...................................            11
                       "Reset Notice" ..........................................            11
                       "Restricted Subsidiary" .................................            11
                       "Sale and Leaseback Transaction" ........................            11
                       "Securities" ............................................            11
                       "Security Register" and "Security Registrar" ............            12
                       "Special Record Date" ...................................            12
                       "Specified Amount" ......................................            12
                       "Stated Maturity" .......................................            12
                       "Subsidiary" ............................................            12
                       "Trust Indenture Act" or "TIA" ..........................            12
                       "Trustee" ...............................................            12
                       "United States" .........................................            12
                       "United States person" ..................................            12
                       "Valuation Date" ........................................            12
                       "Vice President" ........................................            13
                       "Voting Stock" ..........................................            13
                       "Yield to Maturity" .....................................            13
        SECTION 102.    Compliance Certificates and Opinions ...................            13
        SECTION 103.    Form of Documents Delivered to Trustee .................            14
        SECTION 104.    Acts of Holders ........................................            15
        SECTION 105.    Notices, etc. to Trustee and Company ...................            16
        SECTION 106.    Notice to Holders; Waiver ..............................            17
        SECTION 107.    Effect of Headings and Table of Contents ...............            18
        SECTION 108.    Successors and Assigns .................................            18
        SECTION 109.    Separability Clause ....................................            18
        SECTION 110.    Benefits of Indenture ..................................            18
        SECTION 111.    Governing Law ..........................................            19
        SECTION 112.    Legal Holidays .........................................            19
        SECTION 113.    Conflict of Any Provision of Indenture with Trust
                           Indenture Act .......................................            19
        SECTION 114.    No Recourse Against Others .............................            19

ARTICLE TWO             SECURITY FORMS .........................................            20
        SECTION 201.    Forms Generally ........................................            20
        SECTION 202.    Form of Trustee's Certificate of Authentication ........            20
        SECTION 203.    Securities Issuable in Global Form .....................            21
        SECTION 204.    Form of Legend for Book-Entry Securities ...............            22

ARTICLE THREE           THE SECURITIES .........................................            22
        SECTION 301.    Amount Unlimited; Issuable in Series ...................            22
        SECTION 302.    Denominations ..........................................            26
        SECTION 303.    Execution, Authentication, Delivery and Dating .........            27
        SECTION 304.    Temporary Securities ...................................            29
</TABLE>

                                     -iii-
<PAGE>
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                  <C>
        SECTION 305.    Registration, Registration of Transfer and Exchange ....            31
        SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities .......            35
        SECTION 307.    Payment of Interest; Interest Rights Preserved; Optional
                           Interest Reset ......................................            36
        SECTION 308.    Optional Extension of Stated Maturity ..................            39
        SECTION 309.    Persons Deemed Owners ..................................            40
        SECTION 310.    Cancellation ...........................................            40
        SECTION 311.    Computation of Interest ................................            41
        SECTION 312.    Currency and Manner of Payments in Respect of Securities            41
        SECTION 313.    Appointment and Resignation of Successor Exchange Rate
                           Agent ...............................................            45
        SECTION 314.    CUSIP Numbers ..........................................            46

ARTICLE FOUR            SATISFACTION AND DISCHARGE .............................            46
        SECTION 401.    Satisfaction and Discharge of Indenture ................            46
        SECTION 402.    Application of Trust Money .............................            48

ARTICLE FIVE            REMEDIES ...............................................            48
        SECTION 501.    Events of Default ......................................            48
        SECTION 502.    Acceleration of Maturity; Rescission and Annulment .....            49
        SECTION 503.    Collection of Indebtedness and Suits for Enforcement by
                           Trustee .............................................            50
        SECTION 504.    Trustee May File Proofs of Claim .......................            51
        SECTION 505.    Trustee May Enforce Claims without Possession of
                           Securities ..........................................            52
        SECTION 506.    Application of Money Collected .........................            52
        SECTION 507.    Limitation on Suits ....................................            53
        SECTION 508.    Unconditional Right of Holders to Receive Principal,
                           Premium and Interest ................................            53
        SECTION 509.    Restoration of Rights and Remedies .....................            54
        SECTION 510.    Rights and Remedies Cumulative .........................            54
        SECTION 511.    Delay or Omission Not Waiver ...........................            54
        SECTION 512.    Control by Holders .....................................            54
        SECTION 513.    Waiver of Past Defaults ................................            55
        SECTION 514.    Waiver of Usury, Stay or Extension Laws ................            55
        SECTION 515.    Undertaking for Costs ..................................            55

ARTICLE SIX             THE TRUSTEE ............................................            56
        SECTION 601.    Notice of Defaults .....................................            56
        SECTION 602.    Certain Rights of Trustee ..............................            56
        SECTION 603.    Trustee Not Responsible for Recitals or Issuance of
                           Securities ..........................................            58
        SECTION 604.    May Hold Securities ....................................            58
        SECTION 605.    Money Held in Trust ....................................            59
</TABLE>
                                      -iv-

<PAGE>
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                  <C>
        SECTION 606.    Compensation and Reimbursement .........................            59
        SECTION 607.    Corporate Trustee Required; Eligibility ................            60
        SECTION 608.    Resignation and Removal; Appointment of Successor ......            60
        SECTION 609.    Acceptance of Appointment by Successor .................            61
        SECTION 610.    Merger, Conversion, Consolidation or Succession to
                           Business ............................................            63
        SECTION 611.    Appointment of Authenticating Agent ....................            63
        SECTION 612.    Conflicting Interests ..................................            65
        SECTION 613.    Appointment of Co-Trustee ..............................            65
        SECTION 614.    Trustee's Application for Instructions from the Company             66

ARTICLE SEVEN           HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ......            66
        SECTION 701.    Disclosure of Names and Addresses of Holders ...........            66
        SECTION 702.    Reports by Trustee .....................................            67
        SECTION 703.    Reports by Company .....................................            67
        SECTION 704.    Calculation of Original Issue Discount .................            68

ARTICLE EIGHT           CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ...            69
        SECTION 801.    Company May Consolidate, etc., Only on Certain Terms ...            69
        SECTION 802.    Successor Person Substituted ...........................            69

ARTICLE NINE            SUPPLEMENTAL INDENTURES ................................            70
        SECTION 901.    Supplemental Indentures without Consent of Holders .....            70
        SECTION 902.    Supplemental Indentures with Consent of Holders ........            72
        SECTION 903.    Execution of Supplemental Indentures ...................            73
        SECTION 904.    Effect of Supplemental Indentures ......................            74
        SECTION 905.    Conformity with Trust Indenture Act ....................            74
        SECTION 906.    Reference in Securities to Supplemental Indentures .....            74
        SECTION 907.    Notice of Supplemental Indentures ......................            74

ARTICLE TEN             COVENANTS ..............................................            74
        SECTION 1001.   Payment of Principal, Premium, If Any, and Interest ....            74
        SECTION 1002.   Maintenance of Office or Agency ........................            75
        SECTION 1003.   Money for Securities Payments to Be Held in Trust ......            76
        SECTION 1004.   Statement as to Compliance .............................            78
        SECTION 1005.   Additional Amounts .....................................            78
        SECTION 1006.   Corporate Existence ....................................            78
        SECTION 1007.   Limitation on Liens ....................................            78
        SECTION 1008.   Limitation on Sale and Leaseback Transactions ..........            81
        SECTION 1009.   Waiver of Certain Covenants ............................            82
</TABLE>

                                       -v-
<PAGE>
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                  <C>
ARTICLE ELEVEN          REDEMPTION OF SECURITIES ...............................            82
        SECTION 1101.   Applicability of Article ...............................            82
        SECTION 1102.   Election to Redeem; Notice to Trustee ..................            82
        SECTION 1103.   Selection by Trustee of Securities to Be Redeemed ......            83
        SECTION 1104.   Notice of Redemption ...................................            83
        SECTION 1105.   Deposit of Redemption Price ............................            84
        SECTION 1106.   Securities Payable on Redemption Date ..................            84
        SECTION 1107.   Securities Redeemed in Part ............................            85

ARTICLE TWELVE          SINKING FUNDS ..........................................            86
        SECTION 1201.   Applicability of Article ...............................            86
        SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities ..            86
        SECTION 1203.   Redemption of Securities for Sinking Fund ..............            86

ARTICLE THIRTEEN        REPAYMENT AT OPTION OF HOLDERS .........................            88
        SECTION 1301.   Applicability of Article ...............................            88
        SECTION 1302.   Repayment of Securities ................................            88
        SECTION 1303.   Exercise of Option .....................................            88
        SECTION 1304.   When Securities Presented for Repayment Become Due and
                           Payable .............................................            89
        SECTION 1305.   Securities Repaid in Part ..............................            90

ARTICLE FOURTEEN        DEFEASANCE AND COVENANT DEFEASANCE .....................            90
        SECTION 1401.   Company's Option to Effect Defeasance or Covenant
                           Defeasance ..........................................            90
        SECTION 1402.   Defeasance and Discharge ...............................            90
        SECTION 1403.   Covenant Defeasance ....................................            91
        SECTION 1404.   Conditions to Defeasance or Covenant Defeasance ........            91
        SECTION 1405.   Deposited Money and Government Obligations to Be Held in
                           Trust; Other Miscellaneous Provisions ...............            93
        SECTION 1406.   Reinstatement ..........................................            94

ARTICLE FIFTEEN         MEETINGS OF HOLDERS OF SECURITIES ......................            94
        SECTION 1501.   Purposes for Which Meetings May Be Called ..............            94
        SECTION 1502.   Call, Notice and Place of Meetings .....................            95
        SECTION 1503.   Persons Entitled to Vote at Meetings ...................            95
        SECTION 1504.   Quorum; Action .........................................            95
        SECTION 1505.   Determination of Voting Rights; Conduct and Adjournment
                           of Meetings .........................................            96
        SECTION 1506.   Counting Votes and Recording Action of Meetings ........            97

ARTICLE SIXTEEN         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                           DIRECTORS ...........................................            98
        SECTION 1601.   Indenture and Securities Solely Corporate Obligations ..            98
</TABLE>

                                      -vi-
<PAGE>
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                  <C>
TESTIMONIUM  ...................................................................            99

SIGNATURES AND SEALS ...........................................................            99

FORMS OF CERTIFICATION ..............................................................EXHIBIT A
</TABLE>

                                     -vii-
<PAGE>
            INDENTURE, dated as of November 26, 2003, between Schering-Plough
Corporation a corporation duly organized and existing under the laws of the
State of New Jersey (herein called the "Company"), having its principal office
at 2000 Galloping Hill Road, Kenilworth, New Jersey 07033, facsimile - (908)
298-7303 and The Bank of New York, a New York banking corporation, having its
Corporate Trust Office at 101 Barclay Street, New York, New York 10286,
facsimile - (212) 815-5707 Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

            This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.

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

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            SECTION 101.      Definitions.

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

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

            (2)   all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein, and the terms "cash transaction" and
      "self-liquidating paper," as used in TIA Section 311, shall have the
      meanings assigned to them in the rules of the Commission adopted under the
      Trust Indenture Act;

            (3)   all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles, and, except as otherwise herein expressly provided, the term
      "generally accepted accounting
<PAGE>
      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;

            (4)   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; and

            (5)   the words "without limitation" shall be deemed to follow any
      use of the word "include" or "including."

            Certain terms, used principally in Article Three, Article Five,
Article Six and Article Ten are defined in that Article.

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

            "Additional Amounts" means any additional amounts which are required
by a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

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

            "Attributable Debt" means (except as otherwise provided in this
paragraph), as to any particular lease under which any Person is at the time
liable for a term of more than 12 months, at any date as of which the amount
thereof is to be determined (the "determination date"), the total net amount of
rent required to be paid by such Person under such lease during the remaining
term thereof (excluding any subsequent renewal or other extension options held
by the lessee), discounted from the respective due dates thereof to the
determination date at the rate determined by the Company to be appropriate and
consistent with generally accepted accounting principles (as used in this
definition, the "applicable rate"). The net amount of rent required to be paid
under any such lease for any such period shall be the aggregate amount of the
rent payable by the lessee with respect to such period after excluding amounts
required to be paid on account of maintenance and repairs, services, insurance,
taxes, assessments, water rates and similar charges and contingent rents (such
as those based on sales or monetary inflation). If any lease is terminable by
the lessee upon the payment of a penalty, if under the terms of the lease the
termination right is not exercisable until after the determination date, and if
the amount of such penalty discounted to the determination date at the
applicable rate is less than the net amount of rentals payable after the time as
of which such termination could occur (the


                                      -2-
<PAGE>
"termination time") discounted to the determination date at the applicable rate,
then such discounted penalty amount shall be used instead of such discounted
amount of net rentals payable after the termination time in calculating the
Attributable Debt for such lease. If any lease is terminable by the lessee upon
the payment of a penalty, if such termination right is exercisable on the
determination date, and if the amount of the net rentals payable under such
lease after the determination date discounted to the determination date at the
applicable rate is greater than the amount of such penalty, the "Attributable
Debt" for such lease as of such determination date shall be equal to the amount
of such penalty.

            "Authenticating Agent" means any Person appointed by the Trustee to
act on behalf of the Trustee pursuant to Section 611 to authenticate Securities.

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

            "Bearer Security" means any Security except a Registered Security.

            "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board duly authorized to act
hereunder.

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

            "Business Day," when used with respect to any Place of Payment or
any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law or executive order to close.

            "Clearstream" means Clearstream Banking societe anonyme, or its
successor.

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

            "Common Depositary" has the meaning specified in Section 304.

                                      -3-
<PAGE>
            "Company" means the corporation named as the "Company" in the first
paragraph of this Indenture until a successor corporation shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

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

            "Component Currency" has the meaning specified in Section 312(h).

            "Consolidated Net Tangible Assets" means the total assets of the
Company and its consolidated subsidiaries as shown on or reflected in its then
most recent quarterly or annual, as applicable, balance sheet less (a) all
current liabilities (excluding current liabilities which could be classified as
long-term debt in conformity with generally accepted accounting principles and
current liabilities which are by their terms extendible or renewable at the
option of the obligor thereon to a time more than 12 months after the time as of
which the amount thereof is being computed), (b) advances to entities accounted
for on the equity method of accounting, and (c) Intangible Assets.

            "Conversion Date" has the meaning specified in Section 312(d).

            "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such Currency and by
a central bank or other public institutions of or within the international
banking community for the settlement of transactions, (ii) the euro for the
settlement of transactions by public institutions of or within the countries
which use the euro as their national currency or (iii) any currency unit (or
composite currency) other than the euro for the purposes for which it was
established.

            "Corporate Trust Office" means the principal corporate trust office
of the Trustee, at which at any particular time its corporate trust business
shall be principally administered, which office on the date of execution of this
Indenture is located at 101 Barclay Street, New York, New York 10286.

            "corporation" includes corporations, limited liability companies,
partnerships, associations, companies and business trusts.

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

            "Currency" means any currency or currencies, composite currency or
currency unit or currency units, including the euro, issued by the government of
one or more countries of by any recognized confederation or association of such
governments.

                                      -4-
<PAGE>
            "Default" means any event which is, or after the giving of notice or
passage of time or both would be, an Event of Default.

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

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

            "Dollar Equivalent of the Currency Unit" has the meaning specified
in Section 312(g).

            "Dollar Equivalent of the Foreign Currency" has the meaning
specified in Section 312(f).

            "Election Date" has the meaning specified in Section 312(h).

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

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

            "Event of Default" has the meaning specified in Section 501.
"Exchange Date" has the meaning specified in Section 304.

            "Exchange Rate Agent" means, with respect to Securities of or within
any series, unless otherwise specified with respect to any Securities pursuant
to Section 301, a New York Clearing House bank, designated pursuant to Section
301 or Section 313.

            "Exchange Rate Officer's Certificate" means a tested telex or a
certificate setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section
302 in the relevant Currency), payable with respect to a Security of any series
on the basis of such Market Exchange Rate, sent (in the case of a telex) or
signed (in the case of a certificate) by the Treasurer, any Vice President or
any Assistant Treasurer of the Company.

            "Exempted Indebtedness" means the sum of all outstanding
indebtedness of the Company and its Restricted Subsidiaries incurred after the
date of this Indenture and secured by liens proscribed in paragraph (a) of
Section 1007 or proscribed by paragraph (a) of Section 1008, provided however,
that the amount of Exempted Indebtedness outstanding in respect of a Sale and
Leaseback Transaction shall be the amount of indebtedness capitalized in respect
thereof on the financial statements of the Company or Restricted Subsidiary, as
applicable, after excluding


                                      -5-
<PAGE>
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water rates and similar charges and contingent rents such as
those based on sales, and provided further that in the case of any such lease
which is terminable by the lessee upon the payment of a penalty, such net amount
shall also include the amount of such penalty, but no rent shall be considered
as required to be paid under such lease subsequent to the first date upon which
it may be so terminated.

            "Extension Notice" has the meaning specified in Section 308.

            "Extension Period" has the meaning specified in Section 308.

            "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of
the United States Code, as amended from time to time.

            "Foreign Currency" means any Currency, including the euro, issued by
the government of one or more countries other than the United States.

            "Funded Debt" means indebtedness of the Company (other than the
Securities or indebtedness subordinated to the Securities) or indebtedness of a
wholly-owned Restricted Subsidiary, for money borrowed, having a stated maturity
more than 12 months from the date of application of sale/leaseback proceeds or
which is extendible at the option of the obligor thereon to a date more than 12
months from the date of such application.

            "Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, securities which
are (i) direct obligations of the government which issued the Currency in which
the Securities of a particular series are payable or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the government which issued the Currency in which the Securities of such series
are payable, the payment of which is unconditionally guaranteed by such
government, which, in either case, are full faith and credit obligations of such
government payable in such Currency and are not callable or redeemable at the
option of the issuer thereof and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.

            "Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

                                      -6-
<PAGE>
            "Indebtedness" means any indebtedness, which term as used herein
means obligations of, or guaranteed or assumed by the Company for borrowed money
evidenced by bonds, debentures, notes or other instruments.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

            "Indexed Security" means a Security as to which all or certain
interest payments and/or the principal amount payable at Maturity are determined
by reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in Section
301 hereof.

            "interest" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1004 or otherwise,
includes such Additional Amounts.

            "Intangible Assets" means the aggregate value (net of any applicable
reserves), as shown on or reflected in the Company's then most recent quarterly
or annual, as applicable, balance sheet, of: (i) all trade names, trademarks,
licenses, patents, copyrights and goodwill; (ii) organizational and development
costs; (iii) deferred charges (other than prepaid items such as insurance,
taxes, interest, commissions, rents and similar items and tangible assets being
amortized); and (iv) unamortized debt discount and expense, less unamortized
premium.

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

            "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant


                                      -7-
<PAGE>
to Section 301 for the Securities of the relevant series, (ii) for any
conversion of Dollars into any Foreign Currency, the noon (New York City time)
buying rate for such Foreign Currency for cable transfers quoted in New York
City as certified for customs purposes by the Federal Reserve Bank of New York
and (iii) for any conversion of one Foreign Currency into Dollars or another
Foreign Currency, the spot rate at noon local time in the relevant market at
which, in accordance with normal banking procedures, the Dollars or Foreign
Currency into which conversion is being made could be purchased with the Foreign
Currency from which conversion is being made from major banks located in either
New York City, London or any other principal market for Dollars or such
purchased Foreign Currency, in each case determined by the Exchange Rate Agent.
Unless otherwise specified with respect to any Securities pursuant to Section
301, in the event of the unavailability of any of the exchange rates provided
for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall
use, in its sole discretion and without liability on its part, such quotation of
the Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in New York City, London or another
principal market for the Currency in question, or such other quotations as the
Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the
Exchange Rate Agent, if there is more than one market for dealing in any
Currency by reason of foreign exchange regulations or otherwise, the market to
be used in respect of such Currency shall be that upon which a non-resident
issuer of securities designated in such Currency would purchase such Currency in
order to make payments in respect of such securities.

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

            "Officers' Certificate" means a certificate signed by the Chief
Executive Officer, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Controller or an Assistant Controller, the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, including an employee of the Company.

            "Optional Reset Date" has the meaning specified in Section 307(b).

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

            "Original Stated Maturity" has the meaning specified in Section 308.

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

                                      -8-
<PAGE>
            (i)   Securities theretofore cancelled by the Trustee or delivered
      to the Trustee for cancellation;

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

            (iii) Securities, except to the extent provided in Sections 1402 and
      1403, with respect to which the Company has effected defeasance and/or
      covenant defeasance as provided in Article Fourteen; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security or Indexed Security, the Dollar equivalent as
of such date of original issuance of the amount determined as provided in clause
(i) above or (iii) below, respectively) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such determination
or calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or


                                      -9-
<PAGE>
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor.

            "Paying Agent" means any Person (including the Company acting as
Paying Agent) authorized by the Company to pay the principal of (or premium, if
any) or interest, if any, on any Securities on behalf of the Company. Initially,
the Paying Agent shall be The Bank of New York.

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

            "Place of Payment" means, when used with respect to the Securities
of or within any series, the place or places where the principal of (and
premium, if any) and interest, if any, on such Securities are payable as
specified is contemplated by Sections 301 and 1002.

            "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 or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

            "principal" of a debt security, including any Security, means the
amount (including if and to the extent applicable, any premium and, in the case
of an Original Issue Discount Security, any accrued original issue discount, but
excluding interest) that is payable with respect to such debt security as of any
date and for any purpose (including in connection with any sinking fund, if any,
upon any redemption at the option of the Issuer, upon any purchase or exchange
at the option of the Issuer or the holder of such debt security and upon any
acceleration of the maturity of such debt security).

            "principal amount" of a debt security, including any Security, means
the principal amount as set forth on the face of such debt security.

            "Principal Property" means any manufacturing facility owned by the
Company or any Restricted Subsidiary and located within the United States
(excluding its territories and possessions and the Commonwealth of Puerto Rico)
the gross book value of which on the date as of which the determination is being
made exceeds 1% of Consolidated Net Tangible Assets, other than any such
facility or portion thereof which the Board of Directors reasonably


                                      -10-
<PAGE>
determines is not material to the business conducted by the Company and its
Subsidiaries taken as a whole.

            "Redemption Date" when used with respect to any Security to be
redeemed, in whole or in part, 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.

            "Registered Security" means any Security registered in the Security
Register.

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

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

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

            "Responsible Officer" when used with respect to the Trustee, means
any vice president, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

            "Reset Notice" has the meaning specified in Section 307(b).

            "Restricted Subsidiary" means any Subsidiary (i) substantially all
of the property of which is located, and substantially all of the business of
which is carried on, within the United States (excluding its territories and
possessions and the Commonwealth of Puerto Rico), and (ii) which owns or
operates one or more Principal Properties; provided, however, that Restricted
Subsidiary shall not include a Subsidiary which is primarily engaged in the
business of a finance or insurance company and branches thereof.

            "Sale and Leaseback Transaction" has the meaning specified in
Section 1008(a).

            "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean
Securities


                                      -11-
<PAGE>
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

            "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 Registered Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

            "Specified Amount" has the meaning specified in Section 312(h).

            "Stated Maturity" when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

            "Subsidiary" means any corporation of which at the time of
determination the Company directly and/or indirectly through one or more
Subsidiaries, owns more than 50% of the shares of Voting Stock.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed, except as
provided in Section 905.

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

            "United States" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, the United States of America (including
the states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

            "United States person" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

            "Valuation Date" has the meaning specified in Section 312(c).

                                      -12-
<PAGE>
            "Vice President" when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

            "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of a corporation.

            "Yield to Maturity" means the yield to maturity, computed at the
time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

            SECTION 102.      Compliance Certificates and Opinions.

            Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with and (except with respect to the initial issuance of the
Securities, including, without limitation, the execution and delivery of the
related supplemental indentures) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to
Section 1004) shall include:

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

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

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

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


                                      -13-
<PAGE>

            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 or Persons
may certify or give an opinion as to such matters in one or several documents.

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

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

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

                                      -14-
<PAGE>
            SECTION 104. Acts of Holders.

            (a)   Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions
of Article Fifteen, or a combination of such instruments and any such record.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments or 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 conclusive in favor of the Trustee and the
Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1506.

            (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. 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 authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems reasonably sufficient.

            (c)   The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same, shall be proved
by the Security Register.

            (d)   The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the person holding such
Bearer Securities, if such


                                      -15-
<PAGE>
certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security
continues until (1) another certificate or affidavit bearing a later date issued
in respect of the same Bearer Security is produced, or (2) such Bearer Security
is produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may also be
proved in any other manner that the Trustee deems sufficient.

            (e)   If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, by or pursuant to a Board
Resolution, 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.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. 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 such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of 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 such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than 180 days after the record
date.

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

            SECTION 105. Notices, etc. to Trustee and Company.

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

            (1)   the Trustee by any Holder or by the Company shall be
      sufficient for every purpose hereunder if made, given, furnished or filed
      in writing by mail, first class postage prepaid or by guaranteed overnight
      courier or by facsimile transmission (receipt


                                      -16-
<PAGE>
      confirmed by a Responsible Officer) followed by overnight courier, to or
      with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
      Administration Division, or

            (2)   the Company by the Trustee or by any Holder shall be
      sufficient for every purpose hereunder (unless otherwise herein expressly
      provided) if sent in writing by mail, first class postage prepaid or by
      guaranteed overnight courier or by facsimile transmission (receipt
      confirmed by an appropriate officer of the Company) followed by overnight
      courier, to the Company addressed to it at the address of its principal
      office specified in the first paragraph of this Indenture or at any other
      address previously furnished in writing to the Trustee by the Company.

            SECTION 106. Notice to Holders; Waiver.

            Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid or by guaranteed overnight courier or by
facsimile transmission (receipt confirmed by facsimile transaction receipt)
followed by overnight courier, to each such Holder affected by such event, at
his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders of Registered Securities is given by
mail or courier or facsimile, neither the failure such notice, nor any defect in
any notice so mailed or delivered by courier or facsimile, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders
of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided. Any notice mailed to a Holder or sent by courier
or facsimile in the manner herein prescribed shall be conclusively deemed to
have been received by such Holder, whether or not such Holder actually receives
such notice.

            In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impracticable to mail
or send by courier or facsimile notice of any event to Holders of Registered
Securities when such notice is required to be given pursuant to any provision of
this Indenture, then any manner of giving such notice as shall be satisfactory
to the Trustee shall be deemed to be sufficient giving of such notice for every
purpose hereunder.

            Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given to Holders of Bearer Securities if published in an
Authorized Newspaper in the City of New York and in such other city or cities as
may be specified in such Securities on a Business Day at least twice, the first
such publication to be not earlier than the earliest date, and not later than
the latest date, prescribed for the giving of such notice. Any such notice shall
be deemed to have been given on the date of the first such publication.

                                      -17-
<PAGE>
            In case, by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause,
it shall be impracticable to publish any notice to Holders of Bearer Securities
as provided above, then such notification to Holders of Bearer Securities as
shall be given with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither the failure to give
notice by publication to Holders of Bearer Securities as provided above, nor any
defect in any notice so published, shall affect the sufficiency of such notice
with respect to other Holders of Bearer Securities or the sufficiency of any
notice to Holders of Registered Securities given as provided herein.

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

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

            SECTION 107. Effect of Headings and Table of Contents.

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

            SECTION 108. Successors and Assigns.

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

            SECTION 109. Separability Clause.

            In case any provision in this Indenture or in any Security or coupon
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 110. Benefits of Indenture.

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

                                      -18-
<PAGE>
            SECTION 111. Governing Law.

            This Indenture and the Securities and coupons shall be governed by
and construed in accordance with the law of the State of New York, without
regard to principles of conflicts of laws. This Indenture is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

            SECTION 112. Legal Holidays.

            In any case where any Interest Payment Date, Redemption Date,
sinking fund payment date or Stated Maturity or 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 any Security or coupon other than a provision
in the Securities of any series which specifically states that such provision
shall apply in lieu of this Section), payment of principal (or premium, if any)
or interest, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date or sinking fund payment date, or at the Stated Maturity or Maturity;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be.

            SECTION 113. Conflict of Any Provision of Indenture with Trust
Indenture Act.

            If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by TIA Sections 310 to 318,
inclusive, or conflicts with any provision (an "incorporated provision")
required by or deemed to be included in this Indenture by operation of such TIA
Sections or any section of the TIA, such imposed duties or incorporated
provisions shall control. If any provision of this Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

            SECTION 114. No Recourse Against Others.

            A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities, if any, or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each Holder by accepting
any of the Securities waives and releases all such liability.

                                      -19-
<PAGE>
                                   ARTICLE TWO

                                 SECURITY FORMS

            SECTION 201. Forms Generally.

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

            Unless otherwise specified is contemplated by Section 301,
Securities in bearer form shall have interest coupons attached.

            The Trustee's certificate of authentication on all Securities shall
be in substantially the form set forth in this Article.

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

            SECTION 202. Form of Trustee's Certificate of Authentication.

            Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:

                                      -20-
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            Dated: __________________

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

                                         The Bank of New York,
                                        as Trustee


                                        By:   ____________________________
                                              Authorized Officer

            SECTION 203. Securities Issuable in Global Form.

            If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions
of Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section
304 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

            The provisions of the last sentence of Section 303 shall apply to
any Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

            Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest, if any,


                                      -21-
<PAGE>
on any Security in permanent global form shall be made to the Person or Persons
specified therein.

            Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.

            SECTION 204. Form of Legend for Book-Entry Securities.

            Any global Security authenticated and delivered hereunder shall bear
a legend (which would be in addition to any other legends required in the case
of a restricted Security) in substantially the following form:

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

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS
CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                  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.

                                      -22-
<PAGE>
            The Securities shall rank equally and pari passu and may be issued
in one or more series. There shall be established in one or more Board
Resolutions or pursuant to authority granted by one or more Board Resolutions
and, subject to Section 303, set forth in, or determined in the manner provided
in, an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (18) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of the
series and set forth in such Securities of the series when issued from time to
time):

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

            (2)   any limit upon the aggregate principal amount of the
      Securities of the series that may be authenticated and delivered under
      this Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or
      1305) and whether any series may be reopened for additional Securities of
      that series; in the event that such series of Securities may be reopened
      from time to time for issuances of additional Securities of such series,
      the terms thereof shall indicate whether any such additional Securities
      shall have the same terms as the prior Securities of such series or
      whether the Company may establish additional or different terms with
      respect to such additional Securities;

            (3)   the date or dates, or the method by which such date or dates
      will be determined or extended, on which the principal (and premium, if
      any) of the Securities of the series is payable;

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

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

            (6)   the place or places, if any, other than or in addition to the
      Borough of Manhattan, the City of New York, where the principal of (and
      premium, if any) and interest, if any, on Securities of the series shall
      be payable, where any Registered Securities of the series may be
      surrendered for registration of transfer, where Securities of


                                      -23-
<PAGE>
      the series may be surrendered for exchange, and, if different than the
      location specified in Section 106, the place or places where notices or
      demands to or upon the Company in respect of the Securities of the series
      and this Indenture may be served;

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

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

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

            (10)  if other than the Trustee, the identity of each Security
      Registrar and/or Paying Agent;

            (11)  if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series that shall be payable upon
      declaration of acceleration of the Maturity thereof pursuant to Section
      502 or the method by which such portion shall be determined;

            (12)  if other than Dollars, the Currency in which payment of the
      principal of (or premium, if any) or interest, if any, on the Securities
      of the series shall be payable or in which the Securities of the series
      shall be denominated and the particular provisions applicable thereto in
      accordance with, in addition to or in lieu of any of the provisions of
      Section 312;

            (13)  whether the amount of payments of principal of (or premium, if
      any) or interest, if any, on the Securities of the series may be
      determined with reference to an index, formula or other method (which
      index, formula or method may be based on one or more Currencies,
      commodities, equity indices or other indices), and the manner in which
      such amounts shall be determined;

            (14)  whether the principal of (or premium, if any) or interest, if
      any, on the Securities of the series are to be payable, at the election of
      the Company or a Holder


                                      -24-
<PAGE>
      thereof, in a Currency other than that in which such Securities are
      denominated or stated to be payable, the period or periods within which
      (including the Election Date), and the terms and conditions upon which,
      such election may be made, and the time and manner of determining the
      exchange rate between the Currency in which such Securities are
      denominated or stated to be payable and the Currency in which such
      Securities are to be so payable, in each case in accordance with, in
      addition to or in lieu of any of the provisions of Section 312;

            (15)  the designation of the initial Exchange Rate Agent, if any;

            (16)  the applicability, if any, of Sections 1402 and/or 1403 to the
      Securities of the series and any provisions in modification of, in
      addition to or in lieu of any of the provisions of Article Fourteen that
      shall be applicable to the Securities of the series;

            (17)  provisions, if any, granting special rights to the Holders of
      Securities of the series upon the occurrence of such events as may be
      specified;

            (18)  any deletions from, modifications of or additions to the
      Events of Default or covenants or other provisions (including any
      deletions from, modifications of or additions to Section 1011) of the
      Company with respect to Securities of the series, whether or not such
      Events of Default or covenants or other provisions are consistent with the
      Events of Default or covenants or other provisions set forth herein;

            (19)  whether Securities of the series are to be issuable as
      Registered Securities, Bearer Securities (with or without coupons) or
      both, any restrictions applicable to the offer, sale or delivery of Bearer
      Securities, whether any Securities of the series are to be issuable
      initially in temporary global form and whether any Securities of the
      series are to be issuable in permanent global form with or without coupons
      and, if so, whether beneficial owners of interests in any such permanent
      global Security may exchange such interests for Securities of such series
      and of like tenor of any authorized form and denomination and the
      circumstances under which any such exchanges may occur, if other than in
      the manner provided in Section 305, whether Registered Securities of the
      series may be exchanged for Bearer Securities of the series (if permitted
      by applicable laws and regulations), whether Bearer Securities of the
      series may be exchanged for Registered Securities of such series, and the
      circumstances under which and the place or places where any such exchanges
      may be made and if Securities of the series are to be issuable in global
      form, the identity of any initial depository therefor;

            (20)  the date as of which any Bearer Securities of the series and
      any temporary global Security representing Outstanding Securities of the
      series shall be dated if other than the date of original issuance of the
      first Security of the series to be issued;

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


                                      -25-
<PAGE>
      for such interest, the manner in which, or the Person to whom, any
      interest on any Bearer Security of the series shall be payable, if
      otherwise than upon presentation and surrender of the coupons appertaining
      thereto as they severally mature, and the extent to which, or the manner
      in which, any interest payable on a temporary global Security on an
      Interest Payment Date will be paid if other than in the manner provided in
      Section 304;

            (22)  if Securities of the series are to be issuable in definitive
      form (whether upon original issue or upon exchange of a temporary Security
      of such series) only upon receipt of certain certificates or other
      documents or satisfaction of other conditions, the form and/or terms of
      such certificates, documents or conditions;

            (23)  whether and, if applicable, under what circumstances and the
      Currency in which the Company will pay Additional Amounts as contemplated
      by Section 1005 on the Securities of the series to any Holder who is not a
      United States person (including any modification to the definition of such
      term) in respect of any tax, assessment or governmental charge and, if so,
      whether the Company will have the option to redeem such Securities rather
      than pay such Additional Amounts (and the terms of any such option); and

            (24)  any other terms, conditions, rights and preferences (or
      limitations on such rights and preferences) relating to the series (which
      terms shall not be inconsistent with the requirements of the Trust
      Indenture Act or the provisions of this Indenture).

            All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. Not all Securities of any one series need be issued at the same time,
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series or to
establish additional terms of such Securities (which additional terms shall only
be applicable to unissued or additional Securities of such series).

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

            SECTION 302. Denominations.

            The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. In the
absence of any such provision with respect to Securities of any series, the
principal, premium and interest and Additional Amounts with respect to the
Securities shall be payable in Dollars. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions, the Registered
Securities of such


                                      -26-
<PAGE>
series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series, other than the Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in a denomination of $5,000.

            SECTION 303. Execution, Authentication, Delivery and Dating.

            The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its Chief Executive Officer, its President
or a Vice President, under its corporate seal reproduced thereon and attested by
its Secretary or an Assistant Secretary. The signature of any of these officers
on the Securities or coupons may be the manual or facsimile signatures of the
present or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series together
with any coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture, dated no earlier than 15 days prior to the earlier of the
date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner's interest in
such permanent global Security. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. If not all
the Securities of any series are to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining terms of particular


                                      -27-
<PAGE>
Securities of such series such as interest rate, stated maturity, date of
issuance and date from which interest shall accrue.

            In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be provided with and (subject to TIA Sections 315(a) through
315(d)) shall be fully protected in relying upon

            (A)   an Opinion of Counsel stating:

            (i)   that the form or forms of such Securities and any coupons have
been established in conformity with the provisions of this Indenture;

            (ii)  that the terms of such Securities and any coupons have been
established in conformity with the provisions of this Indenture; and

            (iii) that such Securities, together with any coupons appertaining
thereto, when completed by appropriate insertions and executed and delivered by
the Company to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture and
issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute the legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting the enforcement of creditors' rights, to general equitable principles
and to such other qualifications as such counsel shall conclude do not
materially affect the rights of Holders of such Securities and any coupons.

            (B)   an Officers' Certificate stating, to the knowledge of the
signers of such certificate, that no Event of Default with respect to any of the
Securities shall have occurred and be continuing; and

            (C)   an executed supplemental indenture (if any).

            Notwithstanding the provisions of Section 301 and of this Section
303, if not all the Securities of any series are to be issued at one time, it
shall not be necessary to deliver the Officers' Certificate otherwise required
pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise
required pursuant to the preceding two paragraphs prior to or at the time of
issuance of each Security, but such documents shall be delivered prior to or at
the time of issuance of the first Security of such series.

            The Trustee shall not be required to authenticate and deliver any
such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.

                                      -28-
<PAGE>
            Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

            No Security or coupon 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 duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 310 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 of this
Indenture.

            SECTION 304. Temporary Securities.

            (a)   Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Temporary
Securities may be in global form.

            Except in the case of temporary Securities in global form (which
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations; provided,
however, that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

                                      -29-
<PAGE>
            (b)   If temporary Securities of any series are issued in global
form, any such temporary global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary
(the "Common Depositary"), for the benefit of Euroclear and Clearstream, for
credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).

            Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof, provided,
however, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depositary, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security filed
for its account then to be exchanged and a certificate dated the Exchange Date
or a subsequent date and signed by Clearstream as to the portion of such
temporary global Security held for its account then to be exchanged, each in the
form set forth in Exhibit A-2 to this Indenture (or in such other form as may be
established pursuant to Section 301); and provided further that definitive
Bearer Securities shall be delivered in exchange for a portion of a temporary
global Security only in compliance with the requirements of Section 303.

            Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such Person does not take delivery of such definitive Securities in person at
the offices


                                      -30-
<PAGE>
of Euroclear or Clearstream definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

            Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other form as may be
established pursuant to Section 301), for credit without further interest
thereon on or after such Interest Payment Date to the respective accounts of the
Persons who are the beneficial owners of such temporary global Security on such
Interest Payment Date and who have each delivered to Euroclear or Clearstream,
as the case may be, a certificate dated no earlier than 15 days prior to the
Interest Payment Date occurring prior to such Exchange Date in the form set
forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301). Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall
satisfy the certification requirements of the preceding two paragraphs of this
Section and of the third paragraph of Section 303 of this Indenture and the
interests of the Persons who are the beneficial owners of the temporary global
Security with respect to which such certification was made will be exchanged for
definitive Securities of the same series and of like tenor on the Exchange Date
or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal (or premium, if any) or
interest, if any, owing with respect to a beneficial interest in a temporary
global Security will be made unless and until such interest in such temporary
global Security shall have been exchanged for an interest in a definitive
Security. Any interest so received by Euroclear and Clearstream and not paid as
herein provided shall be returned to the Trustee immediately prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Company in accordance with Section 1003.

            With respect to Exhibits A-1 and A-2 to this Indenture, the Company
may, in its discretion and if required or desirable under applicable law or as
set forth in any Board Resolution or supplemental indenture with respect to any
series of Securities, substitute one or more other forms of such exhibits for
such exhibits, eliminate the requirement that any or all certificates be
provided, or change the time that any certificate may be required, provided that
such substitute form or forms or notice of elimination or change of such
certification requirement have theretofore been delivered to the Trustee with a
Company Request and such form or forms, elimination or change is reasonably
acceptable to the Trustee.

            SECTION 305. Registration, Registration of Transfer and Exchange.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register for each series of Securities (the registers maintained
in the Corporate Trust Office of the


                                      -31-
<PAGE>
Trustee and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. At all reasonable times, the Security Register shall be open to inspection
by the Trustee. The Trustee is hereby initially appointed as security registrar
(the "Security Registrar") for the purpose of registering Registered Securities
and transfers of Registered Securities as herein provided.

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

            At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series, of any
authorized denomination and of a like aggregate principal amount, upon surrender
of the Registered Securities to be exchanged at such office or agency. Whenever
any Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.

            If (but only if) so expressly permitted in or pursuant to the
applicable Board Resolution and (subject to Section 303) set forth in the
applicable Officers' Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denomination and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
any such permitted exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such


                                      -32-
<PAGE>
office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on
(i) any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.

            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.

            Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided, further, that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of


                                      -33-
<PAGE>
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is payable
in accordance with the provisions of this Indenture.

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

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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of that series
under Section 1103 or 1203 and ending at the close of business on (A) if
Securities of the series are issuable only as Registered Securities, the day of
the mailing of the relevant notice of redemption and (B) if Securities of the
series are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption or, if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part, or (iii)
to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.



                                      -34-
<PAGE>
            Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

            The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among depository
participants or beneficial owners of interests in any global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

            SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

            If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security, or, in case any such mutilated
Security or coupon has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security,
pay such Security or coupon.

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

            Notwithstanding the provisions of the previous two paragraphs, in
case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that payment of
principal of (and premium, if


                                      -35-
<PAGE>
any) and interest, if any, on Bearer Securities shall, except as otherwise
provided in Section 1002, be payable only at an office or agency located outside
the United States and, unless other-wise specified as contemplated by Section
301, any interest on Bearer Securities shall be payable only upon presentation
and surrender of the coupons appertaining thereto.

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

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

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

            SECTION 307. Payment of Interest; Interest Rights Preserved;
Optional Interest Reset.

            (a)   Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest, if any, on any Registered
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest, if any, on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 309,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account located in the United States maintained by the payee.

            Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account located
outside the United States maintained by the payee.

            Unless otherwise provided as contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of Euroclear and Clearstream, with
respect to that portion of such permanent global Security held for its account
by the Common Depositary, for the purpose of permitting each of


                                      -36-
<PAGE>
Euroclear and Clearstream to credit the interest, if any, received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

            In case a Bearer Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any Regular Record
Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

            Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date shall forthwith cease to be payable
to the Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such defaulted interest and, if applicable, interest on such
defaulted interest (to the extent lawful) at the rate specified in the
Securities of such series (such defaulted interest and, if applicable, interest
thereon is herein collectively called "Defaulted Interest") may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:

            (1)   The Company may elect to make payment of any Defaulted
      Interest to the Persons in whose names the Registered Securities of such
      series (or their respective Predecessor Securities) are registered at the
      close of business on a Special Record Date for the payment of such
      Defaulted Interest, which shall be fixed in the following manner. The
      Company shall notify the Trustee in writing of the amount of Defaulted
      Interest proposed to be paid on each Registered Security of such series
      and the date of the proposed payment (which shall not be less than 20 days
      after such notice is received by the Trustee), and at the same time the
      Company shall deposit with the Trustee an amount of money in the Currency
      in which the Securities of such series are payable (except as otherwise
      specified pursuant to Section 301 for the Securities of such series and
      except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
      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
      cause notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor to be given in the manner provided in Section
      106, not less than 10 days prior to such


                                      -37-
<PAGE>
      Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so given, such
      Defaulted Interest shall be paid to the Persons in whose name the
      Registered Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on such Special Record
      Date and shall no longer be payable pursuant to the following clause (2).
      In case a Bearer Security of any series is surrendered at the office or
      agency in a Place of Payment for such series in exchange for a Registered
      Security of such series after the close of business at such office or
      agency on any Special Record Date and before the opening of business at
      such office or agency on the related proposed date for payment of
      Defaulted Interest, such Bearer Security shall be surrendered without the
      coupon relating to such proposed date of payment and Defaulted Interest
      will not be payable on such proposed date of payment in respect of the
      Registered Security issued in exchange for such Bearer Security, but will
      be payable only to the Holder of such coupon when due in accordance with
      the provisions of this Indenture.

            (2)   The Company may make payment of any Defaulted Interest on the
      Registered 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.

            (b)   The provisions of this Section 307(b) may be made applicable
to any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier or other formula used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an "Optional Reset Date"). The Company may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least
45 but not more than 60 days prior to an Optional Reset Date for such Security.
Not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such
Security a notice (the "Reset Notice") indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier or other
formula used to calculate such interest rate, if applicable), and if so (i) such
new interest rate (or such new spread or spread multiplier or other formula, if
applicable) and (ii) the provisions, if any, for redemption during the period
from such Optional Reset Date to the next Optional Reset Date or if there is no
such next Optional Reset Date, to the Stated Maturity Date of such Security
(each such period, a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period.

            Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier or other formula used to calculate such
interest rate, if applicable) provided for in the Reset


                                      -38-
<PAGE>
Notice and establish an interest rate (or a spread or spread multiplier or other
formula used to calculate such interest rate, if applicable) that is higher than
the interest rate (or the spread or spread multiplier or other formula, if
applicable) provided for in the Reset Notice, for the Subsequent Interest Period
by causing the Trustee to transmit, in the manner provided for in Section 106,
notice of such higher interest rate (or such higher spread or spread multiplier
or other formula, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier or other formula used to calculate such interest
rate, if applicable) is reset on an Optional Reset Date, and with respect to
which the Holders of such Securities have not tendered such Securities for
repayment (or have validly revoked any such tender) pursuant to the next
succeeding paragraph, will bear such higher interest rate (or such higher spread
or spread multiplier or other formula, if applicable).

            The Holder of any such Security may have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

            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. Optional Extension of Stated Maturity.

            The provisions of this Section 308 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 45
but not more than 90 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate (or spread, spread multiplier
or other formula used to calculate such interest rate, if applicable), if any,
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during


                                      -39-
<PAGE>
such Extension Period. Upon the Trustee's transmittal of the Extension Notice,
the Stated Maturity of such Security shall be extended automatically and, except
as modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.

            Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate (or spread, spread multiplier or other formula used to
calculate such interest rate, if applicable) provided for in the Extension
Notice and establish a higher interest rate (or spread, spread multiplier or
other formula used to calculate such interest rate, if applicable) for the
Extension Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or spread, spread
multiplier or other formula used to calculate such interest rate, if applicable)
to the Holder of such Security. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity is extended will bear such higher
interest rate.

            If the Company extends the Stated Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company
on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity.

            SECTION 309. Persons Deemed Owners.

            Prior to due presentment of a Registered 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 Registered Security is
registered as the owner of such Registered 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 overdue, and none of the Company, the Trustee or
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

            Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupons be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.


                                      -40-
<PAGE>
            All payments made to any Holder of Securities, or upon his order,
shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy
and discharge the liability for moneys payable upon such Security or coupon.

            None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

            Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depositary, as a Holder, with respect to
such global Security or impair, as between such depositary and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

            SECTION 310. Cancellation.

            Unless otherwise specified pursuant to Section 301 for Securities of
any series, all Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
for credit against any current or future sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities and coupons so delivered to the Trustee shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedures and certification of their disposal delivered to
the Company unless by Company Order the Company shall direct that cancelled
Securities be returned to it.

            SECTION 311. Computation of Interest.

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


                                      -41-
<PAGE>
            SECTION 312. Currency and Manner of Payments in Respect of
Securities.

            (a)   Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

            (b)   It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so
elects to receive such payments in any such Currency, such election will remain
in effect for such Holder or any transferee of such Holder until changed by such
Holder or such transferee by written notice to the Trustee (but any such change
must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article Four or Fourteen or with respect
to which a notice of redemption has been given by the Company or a notice of
option to elect repayment has been sent by such Holder or such transferee). Any
Holder of any such Registered Security who shall not have delivered any such
election to the Trustee not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 312(a). The Trustee shall notify the
Exchange Rate Agent as soon as practicable after the Election Date of the
aggregate principal amount of Registered Securities for which Holders have made
such written election.

            (c)   Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying, in the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of
principal of (and premium, if any) and interest, if any, on the Registered
Securities to be paid on such payment date, specifying the amounts in such
Currency so payable in respect of the Registered Securities as to which the
Holders of Registered Securities of such series shall have elected to be paid in


                                      -42-
<PAGE>
another Currency as provided in paragraph (b) above. If the election referred to
in paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency payments to be made on such payment date. Unless otherwise specified
pursuant to Section 301, the Dollar or Foreign Currency amount receivable by
Holders of Registered Securities who have elected payment in a Currency as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the third Business Day (the
"Valuation Date") immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.

            (d)   If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with
respect to each date for the payment of principal of (and premium, if any) and
interest, if any, on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency
was used (the "Conversion Date"), the Dollar shall be the Currency of payment
for use on each such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar amount to be paid by the Company to the Trustee and by
the Trustee or any Paying Agent to the Holders of such Securities with respect
to such payment date shall be, in the case of a Foreign Currency other than a
currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of
a currency unit, the Dollar Equivalent of the Currency Unit, in each case as
determined by the Exchange Rate Agent in the manner provided in paragraph (f) or
(g) below.

            (e)   Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) above.

            (f)   The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

            (g)   The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and subject to the provisions of paragraph
(h) below shall be the sum of each amount obtained by converting the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate for
such Component Currency on the Valuation Date with respect to each payment.


                                      -43-
<PAGE>
            (h)   For purposes of this Section 312, the following terms shall
have the following meanings:

            A "Component Currency" shall mean any Currency which, on the
      Conversion Date, was a component currency of the relevant currency unit,
      including, but not limited to, the euro.

            A "Specified Amount" of a Component Currency shall mean the number
      of units of such Component Currency or fractions thereof which were
      represented in the relevant currency unit, including, but not limited to,
      the euro, on the Conversion Date. If after the Conversion Date the
      official unit of any Component Currency is altered by way of combination
      or subdivision, the Specified Amount of such Component Currency shall be
      divided or multiplied in the same proportion. If after the Conversion Date
      two or more Component Currencies are consolidated into a single currency,
      the respective Specified Amounts of such Component Currencies shall be
      replaced by an amount in such single Currency equal to the sum of the
      respective Specified Amounts of such consolidated Component Currencies
      expressed in such single Currency, and such amount shall thereafter be a
      Specified Amount and such single Currency shall thereafter be a Component
      Currency. If after the Conversion Date any Component Currency shall be
      divided into two or more currencies, the Specified Amount of such
      Component Currency shall be replaced by amounts of such two or more
      currencies, having an aggregate Dollar Equivalent value at the Market
      Exchange Rate on the date of such replacement equal to the Dollar
      Equivalent value of the Specified Amount of such former Component Currency
      at the Market Exchange Rate immediately before such division and such
      amounts shall thereafter be Specified Amounts and such currencies shall
      thereafter be Component Currencies. If, after the Conversion Date of the
      relevant currency unit, including, but not limited to, the euro, a
      Conversion Event (other than any event referred to above in this
      definition of "Specified Amount") occurs with respect to any Component
      Currency of such currency unit and is continuing on the applicable
      Valuation Date, the Specified Amount of such Component Currency shall, for
      purposes of calculating the Dollar Equivalent of the Currency Unit, be
      converted into Dollars at the Market Exchange Rate in effect on the
      Conversion Date of such Component Currency.

            "Election Date" shall mean the date for any series of Registered
      Securities as specified pursuant to clause (13) of Section 301 by which
      the written election referred to in paragraph (b) above may be made.

            All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee and all Holders of such Securities
denominated or payable in the relevant Currency. The Exchange Rate Agent shall
promptly give written notice to the Company and the Trustee of any such decision
or determination.


                                      -44-
<PAGE>
            In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee and to the Exchange
Rate Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the Conversion
Date. In the event the Company so determines that a Conversion Event has
occurred with respect to the euro or any other currency unit in which Securities
are denominated or payable, the Company will immediately give written notice
thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will
promptly thereafter give notice in the manner provided for in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee and the Exchange Rate Agent.

            The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

            SECTION 313. Appointment and Resignation of Successor Exchange Rate
Agent.

            (a)   Unless otherwise specified pursuant to Section 301, if and so
long as the Securities of any series (1) are denominated in a Currency other
than Dollars or (ii) may be payable in a Currency other than Dollars, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 301 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

            (b)   No resignation of the Exchange Rate Agent and no appointment
of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate
Agent as evidenced by a written instrument delivered to the Company and the
Trustee.

            (c)   If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor


                                      -45-
<PAGE>
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

            SECTION 314. CUSIP Numbers.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

            SECTION 401. Satisfaction and Discharge of Indenture.

            Unless otherwise specified pursuant to Section 301, this Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts as contemplated by Section 1005) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when

            (1)   either

            (A)   all Securities of such series theretofore authenticated and
      delivered and all coupons, if any, appertaining thereto (other than (i)
      coupons appertaining to Bearer Securities surrendered for exchange for
      Registered Securities and maturing after such exchange, whose surrender is
      not required or has been waived as provided in Section 305, (ii)
      Securities and coupons of such series which have been destroyed, lost or
      stolen and which have been replaced or paid as provided in Section 306,
      (iii) coupons appertaining to Securities called for redemption and
      maturing after the relevant Redemption Date, whose surrender has been
      waived as provided in Section 1106, and (iv) Securities and coupons of
      such series for whose payment money has heretofore been deposited in trust
      with the Trustee or any Paying Agent or segregated and held in trust by
      the Company and


                                      -46-
<PAGE>
      thereafter repaid to the Company, as provided in Section 1003) have been
      delivered to the Trustee for cancellation; or

            (B)   all Securities of such series and, in the case of (i) or (ii)
      below, any coupons appertaining thereto not theretofore delivered to the
      Trustee for cancellation

                  (i)   have become due and payable, or

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

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

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606, the obligations of
the Trustee to any Authenticating Agent under Section 611 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 and the obligations of the Company and the Trustee
with respect to Securities of such series under Sections 305, 306, 1002 and
1005, with respect to the payment of Additional Amounts, if any, and with
respect to any rights of Holders to require the Company to repay such Securities
as contemplated by Section 1301, shall survive such satisfaction and discharge.
These obligations shall continue to be governed and construed in accordance with
Section 111.


                                      -47-
<PAGE>
            SECTION 402. Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest, if any, for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

                                  ARTICLE FIVE

                                    REMEDIES

            SECTION 501. Events of Default.

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

            (1)   default in the payment of any interest on any Security of that
      series, or any related coupon, when such interest or coupon becomes due
      and payable, and continuance of such default for a period of 45 days;
      provided, however, that if the Company is permitted by the terms of the
      Securities of such series to defer the payment in question, the date on
      which such payment is due and payable shall be the date on which the
      Company is required to make payment following such deferral, if such
      deferral has been elected pursuant to the terms of the Securities; or

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

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

            (4)   default in the performance, or breach, of any covenant or
      agreement of the Company in this Indenture which affects or is applicable
      to the Securities of that series (other than a default in the performance,
      or breach of a covenant or agreement that is specifically dealt with
      elsewhere in this Section or that has expressly been included in this
      Indenture solely for the benefit of one or more series of Securities other
      than that


                                      -48-
<PAGE>
      series), and continuance of such default or breach for a period of 90 days
      after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at least 25% in principal amount of all Outstanding Securities of that
      series a written notice specifying such default or breach and requiring it
      to be remedied and stating that such notice is a "Notice of Default"
      hereunder 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; or

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

            (6)   the institution by the Company of proceedings to be
      adjudicated a bankrupt or insolvent, or the consent by it to the
      institution of bankruptcy or insolvency proceedings against it, or the
      filing by it of a petition or answer or consent seeking reorganization or
      relief under the Federal Bankruptcy Code or any other applicable federal
      or state law, or the consent by it to the filing of any such petition or
      to the appointment of a receiver, liquidator, assignee, trustee,
      sequestrator (or other similar official) of the Company or of any
      substantial part of its property, or the making by it of an assignment for
      the benefit of creditors, or the admission by it in writing of its
      inability to pay its debts generally as they become due; or

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

            SECTION 502. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default described in clause (1), (2), (3), (4) or (7)
of Section 501 with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Outstanding Securities of
that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that series)
plus accrued and unpaid interest on all of the Securities of that series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount plus accrued and unpaid interest (or specified portion thereof) shall
become immediately due and payable. If an Event of Default specified in Section
501(5) or 501(6)


                                      -49-
<PAGE>
occurs and is continuing, then the principal amount of all the Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

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

            (1)   the Company has paid or deposited with the Trustee a sum
      sufficient to pay in the Currency in which the Securities of such series
      are payable (except as otherwise specified pursuant to Section 301 for the
      Securities of such series and except, if applicable, as provided in
      Sections 312(b), 312(d) and 312(e)),

                  (A)   all overdue interest, if any, on all Outstanding
            Securities of that series (or of all series, as the case may be) and
            any related coupons,

                  (B)   all unpaid principal of (and premium, if any) any
            Outstanding Securities of that series (or of all series, as the case
            may be) which has become due otherwise than by such declaration of
            acceleration, and interest on such unpaid principal at the rate or
            rates prescribed therefor in such Securities,

                  (C)   all sums paid or advanced by the Trustee hereunder and
            the reasonable compensation, expenses, disbursements and advances of
            the Trustee, its agents and counsel; and

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

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

            SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

            The Company covenants that if

            (1)   default is made in the payment of any installment of interest
      on any Security and any related coupon when such interest becomes due and
      payable and such default continues for a period of 60 days, or


                                      -50-
<PAGE>
            (2)   default is made in the payment of the principal of (or
      premium, if any, on) any Security at the Maturity thereof,

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

            If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name 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 (or
of all series, as the case may be) occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series (or of all series, as the case may be) by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

            SECTION 504. Trustee May File Proofs of Claim.

            In case of 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, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

            (i)   to file and prove a claim for the whole amount of principal
      (and premium, if any), or such portion of the principal amount of any
      series of Original Issue Discount Securities or Indexed Securities as may
      be specified in the terms of such series, 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 the reasonable compensation,
      expenses, disbursements and


                                      -51-
<PAGE>
      advances of the Trustee, its agents and counsel) and of the Holders
      allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

            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 505. Trustee May Enforce Claims Without Possession of
Securities.

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

            SECTION 506. Application of Money Collected.

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

            First: To the payment of all amounts due the Trustee under Section
      606;

            Second: To the payment of the amounts then due and unpaid for
      principal of (and premium, if any) and interest, if any, on the Securities
      and coupons 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 and coupons
      for principal (and premium, if any) and interest, if any, respectively;
      and


                                      -52-
<PAGE>
            Third: The balance, if any, to the Company.

            SECTION 507. Limitation on Suits.

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

            (1)   such Holder has previously given written notice to the Trustee
      of a continuing Event of Default with respect to the Securities of that
      series as part of the majority set forth in Section 507(2) below;

            (2)   the Holders of not less than 33% in principal amount of the
      Outstanding Securities of that series in the case of any Event of Default
      described in clause (1), (2), (3), (4) or (7) of Section 501 shall have
      made written request to the Trustee to institute proceedings in respect of
      such Event of Default in its own name as Trustee hereunder;

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

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

            (5)   no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority or more in principal amount of the Outstanding Securities of that
      series in the case of any Event of Default described in clause (1), (2),
      (3), (4) or (7) of Section 501;

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
Holders of Securities of the same series, in the case of any Event of Default
described in Section 501, 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 Holders of Securities of the same series, in the case of any
Event of Default described in Section 501.

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

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment, as provided herein (including, if applicable, Article Fourteen)
and in such Security, of the principal of (and premium, if any) and (subject to
Section 307) interest, if any, on, such Security or payment of such coupon on
the respective Stated Maturities expressed in such Security or coupon (or, in
the


                                      -53-
<PAGE>
case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

            SECTION 509. Restoration of Rights and Remedies.

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

            SECTION 510. Rights and Remedies Cumulative.

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

            SECTION 511. Delay or Omission Not Waiver.

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

            SECTION 512. Control by Holders.

            With respect to the Securities of any series, the Holders of not
less than 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, relating to or arising under Section 501,
provided that in each case

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


                                      -54-
<PAGE>
            (2)   the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction, and

            (3)   the Trustee need not take any action which might involve it in
      personal liability or be unjustly prejudicial to the Holders of Securities
      of such series not consenting.

            SECTION 513. Waiver of Past Defaults.

            Subject to Section 502, 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
described in Section 501 and its consequences, except a default

            (1)   in respect of the payment of the principal of (or premium, if
      any) or interest, if any, on any Security or any related coupon, or

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

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

            SECTION 514. Waiver of Usury, Stay or Extension Laws.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury or other 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.

            SECTION 515. Undertaking for Costs.

            All parties to this Indenture agree that in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorney's fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the


                                      -55-
<PAGE>
party litigant, provided that this Section 515 shall not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 508 hereof, or a suit by Holders
of not less than 10% in principal amount of the then Outstanding Securities of
such series.

                                  ARTICLE SIX

                                  THE TRUSTEE

            SECTION 601. Notice of Defaults.

            Within five days after the earlier of receipt from the Company of
notice of the occurrence of a Default or Event of Default hereunder or the date
such occurrence hereunder actually becomes known to a Responsible Officer of the
Trustee, the Trustee shall transmit to all Holders of Securities of such series,
in the manner and to the extent provided in TIA Section 313(c), notice of such
default hereunder known to the Trustee, unless such Default shall have been
cured or waived; provided, however, that, except in the case of a Default in the
payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series
and any related coupons; and provided further that in the case of any Default of
the character specified in Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.

            SECTION 602. Certain Rights of Trustee.

            Subject to the provisions of TIA Section 315(a) through 315(d):

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

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

            (3)   any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order (other
      than delivery of any Security, together with any coupons appertaining
      thereto, to the Trustee for authentication and delivery pursuant to
      Section 303 which shall be sufficiently evidenced


                                      -56-
<PAGE>
      as provided therein) and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board Resolution;

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

            (5)   the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Securities of any series, determined as provided in Sections
      101 and 104;

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

            (7)   the Trustee may consult with counsel as to legal matters 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;

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

            (9)   the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its discretion, may make such further
      inquiry or investigation into such facts or matters as it may see fit,
      and, if the Trustee shall determine to make such further inquiry or
      investigation, it shall be entitled, at reasonable times previously
      notified to the Company, to examine the relevant books, records and
      premises of the Company, personally or by agent or attorney at the expense
      of the Company and shall incur no liability of any kind by reason of such
      inquiry or investigation, but in the case of any certificate or opinion
      specifically required by the Indenture to be delivered to the Trustee, the
      Trustee shall have a duty to examine the same to determine whether they
      conform to the Indenture requirements;

            (10)  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


                                      -57-
<PAGE>
      shall not be responsible for any misconduct or negligence on the part of
      any agent or attorney appointed with due care by it hereunder;

            (11)  the Trustee shall not be liable for any action taken, suffered
      or omitted by it in good faith and believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Indenture other than liabilities arising out of the negligence, bad faith
      or willful misconduct of the Trustee;

            (12)  the rights, privileges, protections, immunities and benefits
      given to the Trustee, including its right to be indemnified, are extended
      to, and shall be enforceable by, the Trustee in each of its capacities
      hereunder, and to each agent, custodian and other Person employed to act
      hereunder; and

            (13)  the trustee may request that the Company deliver an Officers'
      Certificate setting forth the names of individuals and/or titles of
      officers authorized at such time to take specified actions pursuant to
      this Indenture, which Officers' Certificate may be signed by any person
      authorized to sign an Officers' Certificate, including any person
      specified as so authorized in any such certificate previously delivered
      and not superseded.

            The Trustee shall not be required 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.

            SECTION 603. Trustee Not Responsible for Recitals or Issuance of
Securities.

            The recitals contained herein and in the Securities, except for the
Trustee's certificates of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. 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 604. May Hold Securities.

            The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
or coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.


                                      -58-
<PAGE>
            SECTION 605. Money Held in Trust.

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

            SECTION 606. Compensation and Reimbursement.

            The Company agrees:

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

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

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

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

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) or (6), the expenses
(including reasonable charges and expense of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under the Federal Bankruptcy Code or any applicable state
bankruptcy, insolvency or other similar law.

            The provisions of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.


                                      -59-
<PAGE>
            SECTION 607. Corporate Trustee Required; Eligibility.

            There shall be at all times a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of Federal, State, territorial or District of Columbia 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 608. 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 609.

            (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 609 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition at
the expense of the Company 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 not less than a majority in
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

            (d)   If at any time:

            (1)   the Trustee shall fail to comply with the provisions of TIA
      Section 310(b) after written request therefor by the Company or by any
      Holder who has been a bona fide Holder of a Security for at least six
      months, or

            (2)   the Trustee shall cease to be eligible under Section 607 and
      shall fail to resign after written request therefor by the Company or by
      any Holder who has been a bona fide Holder of a Security for at least six
      months, or


                                      -60-
<PAGE>
            (3)   the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities, or (ii) subject to TIA
Section 315(e), any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

            (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, with
respect to the Securities of one or more series, the Company, by or pursuant to
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). 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, 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 hereinafter provided, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

            SECTION 609. Acceptance of Appointment by Successor.

            (a)   In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the


                                      -61-
<PAGE>
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

            (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 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. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms "Indenture" and "Securities" shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 101 that contemplate that situation.

            (c)   Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (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.


                                      -62-
<PAGE>
            SECTION 610. Merger, Conversion, Consolidation or Succession to
Business.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. As soon as practicable thereafter, the successor
Trustee shall give written notice in the manner provided in Sections 105 and 106
of its succession to the Company and to the Holders of Securities. 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. In case any of the Securities shall not have been
authenticated by such predecessor Trustee, any successor Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor Trustee. In all such cases such certificates shall
have the full force and effect which this Indenture provides for the certificate
of authentication of the Trustee.

            SECTION 611. Appointment of Authenticating Agent.

            At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series and the Trustee shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, in the manner
provided for in Section 106. 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. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. 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 reasonably acceptable to the Company and
shall at all times be a bank or trust company or corporation organized and doing
business under the laws of the United States of America, any state thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section,


                                      -63-
<PAGE>
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. As soon as
practicable thereafter, the successor Authenticating Agent shall give written
notice by mail, first class postage prepaid or by guaranteed overnight courier
or by facsimile transmission (receipt confirmed by an appropriate officer of the
Trustee or the Company, as the case may be) followed by overnight courier of its
succession to the Trustee and the Company.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 106. 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 be reimbursed for such payments, subject to the
provisions of Section 606.

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

            Dated: _________________


                                      -64-
<PAGE>
            This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                                     The Bank of New York,
                                                     as Trustee

                                                     By ________________________
                                                        as Authenticating Agent

                                                     By ________________________
                                                        Authorized Officer

            SECTION 612. Conflicting Interests.

            The Trustee shall comply with the provisions of Section 310(b) of
the Trust Indenture Act.

            SECTION 613. Appointment of Co-Trustee.

            1.    For the purpose of meeting any legal requirements of any
jurisdiction in which the Company may at the time be located in connection with
the enforcement of any right or the taking of any action on behalf of the
Holders of any Securities issued hereunder, the Trustee shall have the power and
may execute and deliver all instruments necessary to appoint one or more Persons
to act as a co-trustee or co-trustees, or separate trustee or separate trustees,
such powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. Each co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a trustee under Section 607. The
Trustee shall promptly notify the Holders and the Company of the appointment of
a co-trustee or separate trustee under this section.

            2.    Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

            (a)   all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly (it
being understood that such separate trustee or co-trustee is not authorized to
act separately without the Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations shall be
exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Trustee;

            (b)   no trustee hereunder shall be personally liable by reason of
any act or omission of any other trustee hereunder;


                                      -65-
<PAGE>
            (c)   the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee;

            (d)   any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article Six. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of, or affording protection
or rights (including the rights to compensation, reimbursement and
indemnification hereunder) to, the Trustee. Every such instrument shall be filed
with the Trustee; and

            (e)   any separate trustee or co-trustee may at any time constitute
the Trustee its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name for the purposes of enforcing any rights
or taking any other action on behalf of the Holders of any Securities issued
hereunder.

            SECTION 614. Trustee's Application for Instructions from the
Company.

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

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

            SECTION 701. Disclosure of Names and Addresses of Holders.

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

            (i)   semiannually, not later than 15 days after each Regular Record
      Date for Securities of each series at the time Outstanding, a list, in
      such form as the Trustee may reasonably require, of the names and
      addresses of the Holders of Registered Securities as


                                      -66-
<PAGE>
      of such Regular Record Date, or if there is no Regular Record Date for
      interest for such series of Securities, semiannually, upon such dates as
      are set forth in the Board Resolution, Officers' Certificates indenture
      supplemental hereto authorizing such series, and

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

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

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

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

            Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

            SECTION 702. Reports by Trustee.

            Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit to the Holders of Securities, in the manner and to the
extent provided in TIA Section 313(c), a brief report dated as of such May 15 if
required by TIA Section 313(a).

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

            SECTION 703. Reports by Company.

            The Company shall:


                                      -67-
<PAGE>
            (1)   file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934; or, if the Company is not required to
      file information, documents or reports pursuant to either of such
      Sections, then it shall file with the Trustee and the Commission, in
      accordance with rules and regulations prescribed from time to time by the
      Commission, such of the supplementary and periodic information, documents
      and reports which may be required pursuant to Section 13 of the Securities
      Exchange Act of 1934 in respect of a security listed and registered on a
      national securities exchange as may be prescribed from time to time in
      such rules and regulations;

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

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

            (4)   deliver such reports, information and documents to the Trustee
      for informational purposes only and the Trustee's receipt of such shall
      not constitute constructive notice of any information contained therein or
      determinable from information contained therein or determinable from
      information contained therein, including the Company's compliance with any
      of its covenants hereunder (as to which the Trustee is entitled to rely
      exclusively on Officers' Certificates); and

            (5)   deliver to the Trustee, as soon as reasonably possible and in
      any event within five business days after the Company becomes aware of the
      occurrence of any Event of Default or an event which, with notice or the
      lapse of time or both, would constitute an Event of Default, an Officers'
      Certificate setting forth the details of such Event of Default or default
      and the action which the Company proposes to take with respect thereto.

            SECTION 704. Calculation of Original Issue Discount.

            Upon request of the Trustee, the Company shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying the
amount of original issue discount


                                      -68-
<PAGE>
(including daily rates and accrual periods), if any, accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended, from time to time.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

            SECTION 801. Company May Consolidate, etc., Only on Certain Terms.

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

            (1)   such Person shall be a corporation or limited liability
      company or trust organized and validly existing under the laws of the
      United States or any state thereof or the District of Columbia;

            (2)   the corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance or transfer,
      or which leases, the properties and assets of the Company substantially as
      an entirety shall expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form satisfactory to the
      Trustee, the Company's obligation for the due and punctual payment of the
      principal of (and premium, if any) and interest, if any, on all the
      Securities and the performance and observance of every covenant of this
      Indenture on the part of the Company to be performed or observed;

            (3)   immediately after giving effect to such transaction, no
      Default or Event of Default shall have occurred and be continuing; and

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

            SECTION 802. Successor Person Substituted.

            Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety to any Person
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and


                                      -69-
<PAGE>
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 in the event of any such conveyance or transfer, the Company (which term
shall for this purpose mean the Person named as the "Company" in the first
paragraph of this Indenture or any successor Person which shall theretofore
become such in the manner described in Section 801), except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Securities and the coupons and may be dissolved and liquidated.

            Such successor entity thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and
limitations prescribed in this Indenture, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities of any series
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities of such series theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

            In case of any such merger in which the Company is not the surviving
corporation or any such consolidation, sale, lease, assignment, transfer or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

            SECTION 901. Supplemental Indentures without Consent of Holders.

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

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

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


                                      -70-
<PAGE>
      included solely for the benefit of such series) or to surrender any right
      or power herein conferred upon the Company; or

            (3)   to add any additional Events of Default (and if such Events of
      Default are to be for the benefit of less than all series of Securities,
      stating that such Events of Default are being included solely for the
      benefit of such series); provided, however, that in respect of any such
      additional Events of Default such supplemental indenture may provide for a
      particular period of grace after default (which period may be shorter or
      longer than that allowed in the case of other defaults) or may provide for
      an immediate enforcement upon such default or may limit the remedies
      available to the Trustee upon such default or may limit the right of the
      Holders of a majority in aggregate principal amount of that or those
      series of Securities to which such additional Events of Default apply to
      waive such default; or

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

            (5)   to add to, change or eliminate any of the provisions of this
      Indenture; provided that any such change or elimination shall become
      effective only when there is no Security Outstanding of any series created
      prior to the execution of such supplemental indenture which is entitled to
      the benefit of such provision; or

            (6)   to secure the Securities pursuant to the requirements of
      Section 1007 or 1009 or otherwise; or

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

            (8)   to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 609(b); or

            (9)   to close this Indenture with respect to the authentication and
      delivery of additional series of Securities, to cure any ambiguity, to
      correct or supplement any provision herein which may be defective or
      inconsistent with any other provision herein, or to make any other
      provisions with respect to matters or questions arising under this


                                      -71-
<PAGE>
      Indenture; provided such action shall not adversely affect the interests
      of the Holders of Securities of any series and any related coupons in any
      material respect; or

            (10)  to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Sections 401, 1402 and
      1403; provided that any such action shall not adversely affect the
      interests of the Holders of Securities of such series and any related
      coupons or any other series of Securities in any material respect; or

            (11)  to add a guarantor or guarantors for any series or all series
      of the Securities; or

            (12)  to comply with the requirements of the Commission in order to
      effect or maintain the qualification of this Indenture under the TIA.

            SECTION 902. Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities of any series, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to 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 which affect such series of Securities or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security of such series,

            (1)   change the Stated Maturity of the principal of (or premium, if
      any) or any installment of interest on any Security of such series, or
      reduce the principal amount thereof (or premium, if any) or the rate of
      interest, if any, thereon, or change any obligation of the Company to pay
      Additional Amounts contemplated by Section 1005 (except as contemplated by
      Section 801(1) and permitted by Section 901(1)), or reduce the amount of
      the principal of an Original Issue Discount Security or Indexed Security
      of such series that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 502 or the amount
      thereof provable in bankruptcy pursuant to Section 504, or adversely
      affect any right of repayment at the option of any Holder of any Security
      of such series, or change any Place of Payment where, or the Currency in
      which, any Security of such series or any premium or interest thereon is
      payable, or impair the right to institute suit for the enforcement of any
      such payment on or after the Stated Maturity thereof (or, in the case of
      redemption or repayment at the option of the Holder, on or after the
      Redemption Date or Repayment Date, as the case may be), or

            (2)   reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, for any waiver of compliance with certain
      provisions of this Indenture that affect such


                                      -72-
<PAGE>
      series or certain defaults applicable to such series hereunder and their
      consequences provided for in this Indenture, or reduce the requirements of
      Section 1504 for quorum or voting with respect to Securities of such
      series, or

            (3)   modify any of the provisions of this Section, Section 513 or
      Section 1011, except to increase any such percentage or to provide that
      certain other provisions of this Indenture that affect such series cannot
      be modified or waived without the consent of the Holder of each
      Outstanding Security of such series.

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

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

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders at the close of
Business on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to consent to such supplemental indenture, whether or
not such Holders remain Holders after such record date; provided that unless
such consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 180 days after such record date,
any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.

            SECTION 903. Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be provided with, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture and that such supplemental indenture constitutes
the legal, valid and binding obligation of the Company, subject to customary
exceptions. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise in a material way.


                                      -73-
<PAGE>
            SECTION 904. Effect of Supplemental Indentures.

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

            SECTION 905. Conformity with Trust Indenture Act.

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

            SECTION 906. Reference in Securities to Supplemental Indentures.

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

            SECTION 907. Notice of Supplemental Indentures.

            Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture.

                                  ARTICLE TEN

                                   COVENANTS

            SECTION 1001. Payment of Principal, Premium, If Any, and Interest.

            The Company covenants and agrees for the benefit of the Holders of
each series of Securities and any related coupons that it will duly and
punctually pay the principal of (and premium, if any) and interest, if any, on
the Securities of that series in accordance with the terms of the Securities,
any coupons appertaining thereto and this Indenture. Unless otherwise specified
as contemplated by Section 301 with respect to any series of Securities, any
interest installments due on Bearer Securities on or before Maturity shall be
payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature.


                                      -74-
<PAGE>
            SECTION 1002. Maintenance of Office or Agency.

            If the Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served.

            If Securities of a series are issuable as Bearer Securities, the
Company will maintain (A) in the Borough of Manhattan, the City of New York, an
office or agency where any Registered Securities of that series may be presented
or surrendered for payment, where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise), (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment; provided, however, that,
if the Securities of that series are listed on any stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in any required
city located outside the United States so long as the Securities of that series
are listed on such exchange, and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the
United States an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange, and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served.

            The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of any series and the
related coupons may be presented and surrendered for payment at the offices
specified in the Security, in London, and the Company hereby appoints the
Trustee as its agent to receive such respective presentations, surrenders,
notices and demands.

            Unless otherwise specified with respect to any Securities pursuant
to Section 301, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are payable in Dollars, payment of
principal of (and


                                      -75-
<PAGE>
premium, if any) and interest, if any, on any Bearer Security shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, the City
of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium or interest, as the case may be, at all offices or agencies
outside the United States maintained for such purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

            The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
any such designation; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities as contemplated by Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
the City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

            Unless otherwise specified with respect to any Securities pursuant
to Section 301, if and so long as the Securities of any series (i) are
denominated in a Currency other than Dollars or (ii) may be payable in a
Currency other than Dollars, or so long as it is required under any other
provision of the Indenture, then the Company will maintain with respect to each
such series of Securities, or as so required, at least one Exchange Rate Agent.

            SECTION 1003. Money for Securities Payments to Be Held in Trust.

            If the Company or any Subsidiary or any Affiliate of any of them
shall at any time act as Paying Agent with respect to any series of Securities
and any related coupons, it will, on or before each due date of the principal of
(or premium, if any) or interest, if any, on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) sufficient to pay the principal of (or premium, if any) or interest,
if any, on Securities of such series so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, prior to or on each due
date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or


                                      -76-
<PAGE>
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

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

            (1)   hold all sums held by it for the payment of the principal of
      (and premium, if any) and interest, if any, on Securities of such series
      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;

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

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

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

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


                                      -77-
<PAGE>

            SECTION 1004. Statement as to Compliance.

            The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year, a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer as to his
or her knowledge of the Company's compliance with all conditions and covenants
under this Indenture. For purposes of this Section 1004, such compliance shall
be determined without regard to any period of grace or requirement of notice
under this Indenture.

            SECTION 1005. Additional Amounts.

            If any Securities of a series or a Board Resolution provide for the
payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series or any coupon appertaining thereto such Additional
Amounts as may be specified as contemplated by Section 301. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal (or
premium, if any) or interest, if any, on, or in respect of, any Security of a
series or payment of any related coupon or the net proceeds received on the sale
or exchange of any Security of a series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided for by the terms of such
series established pursuant to Section 301 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

            Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal (and premium, if any) is
made), and at least 10 days prior to each date of payment of principal (or
premium, if any) or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the Company will
furnish the Trustee and the Company's principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers' Certificate instructing the Trustee
and such Paying Agent or Paying Agents whether such payment of principal,
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms
of such Securities. In the event that the Trustee or any Paying Agent, as the
case may be, shall not so receive the above-mentioned certificate, then the
Trustee or such Paying Agent shall be entitled to (i) assume that no such
withholding or deduction is required with respect to any payment of principal of
(or premium, if any) or interest, if any, on any Securities of a series or
related


                                      -78-
<PAGE>

coupons until it shall have received a certificate advising otherwise and (ii)
to make all payments of principal of (and premium, if any) and interest, if any,
on the Securities of a series or related coupons without withholding or
deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence, willful misconduct
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

            SECTION 1006. Corporate Existence.

            Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Company;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its
Subsidiaries as a whole.

            SECTION 1007. Limitation on Liens.

            (a)   So long as any of the Securities remain outstanding and
unpaid, the Company will not create, and will not permit any Restricted
Subsidiary to create, any mortgage, pledge or lien of or upon any Principal
Property or shares of capital stock of any Restricted Subsidiary, whether owned
at the date of this Indenture or thereafter acquired, to secure indebtedness for
borrowed money, without making effective provision, and the Company covenants
that in any such case each will make or cause to be made effective provision,
whereby the Securities then Outstanding shall be secured by such mortgage,
pledge or lien equally and ratably with any and all other obligations and
indebtedness thereby secured so long as such indebtedness is so secured;
provided that the foregoing covenant shall not apply to any mortgage, pledge or
lien (hereinafter in this Section 1007 referred to as "liens") of the following
character:

            (1)   liens on Principal Property existing at the time of
      acquisition of such Principal Property or to secure the payment of all or
      any part of the purchase price of such Principal Property or any addition
      thereto or to secure any indebtedness incurred at the time of, or within
      120 days after, the acquisition of such Principal Property or any addition
      thereto for the purpose of financing all or any part of the purchase price
      thereof (provided such liens are limited to such Principal Property or
      additions thereto);

            (2)   with respect to any series of Securities, any lien existing on
      the date of issuance of such Securities;

            (3)   liens on property or shares of capital stock, or securing any
      indebtedness of any corporation merged into or consolidated with the
      Company and existing at the time such corporation became a Restricted
      Security or was merged into or consolidated with the Company or a
      Restricted Subsidiary;

                                      -79-
<PAGE>

            (4)   liens on property of any Restricted Subsidiary securing
      indebtedness of a Restricted Subsidiary to the Company or to any other
      Subsidiary or liens on property of the Company securing indebtedness of
      the Company to any Subsidiary;

            (5)   liens of carriers, warehousemen, mechanics, repairmen,
      vendors, lessors and materialmen incurred in the ordinary course of
      business for sums not yet due or being contested in good faith;

            (6)   liens arising by reason of any judgment, decree or order of
      any court, so long as any legal proceedings which may have been duly
      initiated for the review of such judgment, decree or order shall not have
      been finally terminated or so long as the period within which such
      proceedings may be initiated shall not have expired; or pledges or
      deposits to secure payment of workmen's compensation or other insurance,
      good faith deposits in connection with bids, tenders, contracts or leases,
      deposits to secure public or statutory obligations, deposits to secure or
      in lieu of surety or appeal bonds, deposits as security for the payment of
      taxes or, in each case, obligations of a similar nature;

            (7)   liens in connection with the issuance of tax-exempt industrial
      development or pollution control bonds or other similar bonds to finance
      all or any part of the purchase price of or the cost of constructing,
      equipping or improving property; provided that such liens shall be limited
      to such property acquired (including personal property) or constructed or
      such improvement and to real property on which such construction or
      improvement is located; and provided, further that the Company and the
      Restricted Subsidiaries may further secure all or any part of such
      purchase price or the cost of construction of such improvements and
      personal property by an interest in additional property of the Company and
      Restricted Subsidiaries only to the extent necessary for the construction,
      maintenance and operation of, and access to, such property so acquired or
      constructed or such improvement;

            (8)   liens in favor of any customer arising in respect of partial,
      progress, advance or other payments made by or on behalf of such customer
      for goods produced for or services rendered to such customer in the
      ordinary course of business not exceeding the amount of such payments;

            (9)   extensions, renewals or replacements, in whole or in part, of
      any lien referred to in the foregoing clauses (1) to (8), inclusive,
      provided that the principal amount of indebtedness secured thereby shall
      not exceed the indebtedness so secured plus any related fees or other
      amounts and that such extension, renewal or replacement shall be limited
      to all or any part of the same property that secured the lien extended,
      renewed or replaced (plus improvements on such property); and

            (10)  liens for taxes or assessments or governmental charges or
      levies not yet due or delinquent, or which can thereafter be paid without
      penalty, or which are being contested in good faith by appropriate
      proceedings; landlord's liens on property held


                                      -80-
<PAGE>

      under lease, and tenants' rights under leases; easements; and any other
      liens of a nature similar to those hereinabove described in this clause
      (10) which do not, in the opinion of the Company materially impair the use
      of such property in the operation of the business of the Company or the
      value of such property for the purposes of such business.

            (b)   Notwithstanding the provisions of paragraph (a) of this
Section 1007, the Company or any Restricted Subsidiary may create mortgages,
pledges or liens securing indebtedness for borrowed money if at the time of such
creation or assumption, and immediately after giving effect thereto and to the
application of proceeds thereof, Exempted Indebtedness does not exceed 10% of
Consolidated Net Tangible Assets as determined by reference to the Company's
then most recent quarterly or annual, as applicable, balance sheet.

            SECTION 1008. Limitation on Sale and Leaseback Transactions.

            (a)   The Company will not and will not permit any Restricted
Subsidiary to, enter into any arrangement providing for the leasing by the
Company or any Restricted Subsidiary of any Principal Property under a lease
which is, or should be, capitalized on the financial statements of the Company
or applicable Restricted Subsidiary (except for leases for a term, including any
renewal thereof, of not more than three years and except for leases between any
of the Company and a Subsidiary or between Subsidiaries), which Principal
Property has been or is to be sold or transferred by the Issuer or such
Restricted Subsidiary (herein referred to as a "Sale and Leaseback Transaction")
unless either:

            (1)   after giving effect to the application of proceeds thereof,
      the Company or such Restricted Subsidiary could create Indebtedness
      secured by a lien pursuant to Section 1007 on the Principal Property to be
      leased back in an amount equal to the Attributable Debt with respect to
      such sale and leaseback transaction without equally and ratably securing
      Outstanding Securities, or

            (2)   the Company, within 120 days after the sale or transfer shall
      have been made by the Company or by any such Restricted Subsidiary,
      applies an amount equal to the greater of (i) the net proceeds of the sale
      of the Principal Property sold and leased back pursuant to such
      arrangement or (ii) the fair market value of the Principal Property so
      sold and leased back at the time of entering into such arrangements (as
      determined by the Board of Directors) to the retirement of Funded Debt;
      provided, that the amount to be applied to the retirement of Funded Debt
      shall be reduced by (a) the principal amount of any Securities delivered
      within 120 days after such sale to the Trustee for retirement and
      cancellation, and (b) the principal amount of such Funded Debt, other than
      Securities, voluntarily retired by the Company within 120 days after such
      sale. Notwithstanding the foregoing, no retirement referred to in this
      clause (2) may be effected by payment at maturity or pursuant to any
      mandatory sinking fund payment or any mandatory prepayment provision.

                                      -81-
<PAGE>

            (b)   Notwithstanding the provisions of paragraph (a) of this
Section 1008, the Company or any Restricted Subsidiary may enter into Sale and
Leaseback Transactions, if at the time of such entering into, and immediately
after giving effect thereto and to the application of proceeds thereof, Exempted
Indebtedness does not exceed 10% of Consolidated Net Tangible Assets as
determined by reference to the Company's then most recent quarterly or annual,
as applicable, balance sheet.

            SECTION 1009. Waiver of Certain Covenants.

            The Company may, with respect to any series of Securities, omit in
any particular instance to comply with any term, provision or condition which
affects such series set forth in Sections 1006 to 1008, inclusive, or, as
specified pursuant to Section 301(15) for Securities of such series, in any
covenants of the Company added to Article Ten pursuant to Section 301(14) or
Section 301(15) in connection with Securities of such series, if the Holders of
at least a majority in principal amount of all Outstanding Securities of any
series affected by such term, provision or condition, by Act of such Holders,
waive such compliance in such instance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee to
Holders of Securities of such series in respect of any such term, provision or
condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

            SECTION 1101. Applicability of Article.

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

            SECTION 1102. Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

                                      -82-
<PAGE>

            SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

            If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal of Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 301.

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

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

            SECTION 1104. Notice of Redemption.

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

            All notices of redemption shall state:

            (1)   the Redemption Date,

            (2)   the Redemption Price and the amount of accrued interest to the
      Redemption Date payable as provided in Section 1106, if any,

            (3)   if less than all the Outstanding Securities of any series are
      to be redeemed, the identification (and, in the case of partial
      redemption, the principal amounts) of the particular Securities to be
      redeemed,

            (4)   in case any Security is to be redeemed in part only, the
      notice which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the Holder will receive,
      without charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining unredeemed,

            (5)   that on the Redemption Date, the Redemption Price and accrued
      interest, if any, to the Redemption Date payable as provided in Section
      1106 will become due and


                                      -83-
<PAGE>

      payable upon each such Security, or the portion thereof, to be redeemed
      and, if applicable, that interest thereon will cease to accrue on and
      after said date,

            (6)   the Place or Places of Payment where such Securities, together
      in the case of Bearer Securities with all coupons appertaining thereto, if
      any, maturing after the Redemption Date, are to be surrendered for payment
      of the Redemption Price and accrued interest, if any,

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

            (8)   that, unless otherwise specified in such notice, Bearer
      Securities of any if any, surrendered for redemption must be accompanied
      by all coupons of that maturing series, subsequent to the Redemption Date
      or the amount of any such missing coupon or coupons will be deducted from
      the Redemption Price unless security or indemnity satisfactory to the
      Company, the Trustee and any Paying Agent is furnished,

            (9)   if Bearer Securities of any series are to be redeemed and any
      Registered Securities of such series are not to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on such Redemption Date pursuant to Section 305 or
      otherwise, the last date, as determined by the Company, on which such
      exchanges may be made, and

            (10)  the CUSIP number of such security, if any.

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

            SECTION 1105. Deposit of Redemption Price.

            Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay the Redemption Price of, and accrued interest, if any, on, all
the Securities which are to be redeemed on that date.

            SECTION 1106. Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if


                                      -84-
<PAGE>

any, to the Redemption Date), and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest, if
any) such Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, to the Redemption Date; provided,
however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of coupons for such interest; and provided
further that installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

            If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

            SECTION 1107. Securities Redeemed in Part.

            Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered at a Place
of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such


                                      -85-
<PAGE>

Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

            SECTION 1201. Applicability of Article.

            Retirements of Securities of any series pursuant to any sinking fund
shall be made in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

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

            SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

            Subject to Section 1203, in lieu of making all or any part of any
sinking fund payment with respect to any Securities of a series in cash, the
Company may at its option (1) deliver to the Trustee Outstanding Securities of a
series (other than any previously called for redemption) theretofore purchased
or otherwise acquired by the Company together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto,
and/or (2) receive credit for the principal amount of Securities of such series
which have been previously delivered to the Trustee by the Company or for
Securities of such series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of the same series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided, however, that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

            SECTION 1203. Redemption of Securities for Sinking Fund.

            Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the


                                      -86-
<PAGE>

amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously delivered, accompany such
certificate) and whether the Company intends to exercise its right to make a
permitted optional sinking fund payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment due
on the next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 1202 and without the right
to make any optional sinking fund payment, if any, with respect to such series.

            Not more than 60 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 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

            Prior to any sinking fund payment date, the Company shall pay to the
Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) in cash a sum equal to
any interest that will accrue to the date fixed for redemption of Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 1203.

            Notwithstanding the foregoing, with respect to a sinking fund for
any series of Securities, if at any time the amount of cash to be paid into such
sinking fund on the next succeeding sinking fund payment date, together with any
unused balance of any preceding sinking fund payment or payments for such
series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company, shall not give the next succeeding notice of the redemption of
Securities of such series through the operation of the sinking fund. Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the request of the Company, shall be applied at
any time or from time to time to the purchase of Securities of such series, by
public or private purchase, in the open market or otherwise, at a purchase price
for such Securities (excluding accrued interest and brokerage commissions, for
which the Trustee or any Paying Agent will be reimbursed by the Company) not in
excess of the principal amount thereof.

                                      -87-
<PAGE>

                                ARTICLE THIRTEEN

                         REPAYMENT AT OPTION OF HOLDERS

            SECTION 1301. Applicability of Article.

            Repayment of Securities of any series before their Stated Maturity
at the option of Holders thereof shall be made in accordance with the terms of
such Securities and (except as otherwise specified as contemplated by Section
301 for Securities of any series) in accordance with this Article.

            SECTION 1302. Repayment of Securities.

            Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that on or
before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
the principal (or, if so provided by the terms of the Securities of any series,
a percentage of the principal) of and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest, if any, on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.

            SECTION 1303. Exercise of Option.

            Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so
providing for such repayment, with the "Option to Elect Repayment" form on the
reverse of such Security duly completed by the Holder (or by the Holder's
attorney duly authorized in writing), must be received by the Company at the
Place of Payment therefor specified in the terms of such Security (or at such
other place or places or which the Company shall from time to time notify the
Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum


                                      -88-
<PAGE>

authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

            SECTION 1304. When Securities Presented for Repayment Become Due and
Payable.

            If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

            If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

            If the principal amount of any Security surrendered for repayment
shall not be so repaid after surrender thereof on the repayment date, such
principal amount (together with


                                      -89-
<PAGE>

interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

            SECTION 1305. Securities Repaid in Part.

            Upon surrender of any Registered Security which is to be repaid in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the
expense of the Company, a new Registered Security or Securities of the same
series, of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 1401. Company's Option to Effect Defeasance or Covenant
Defeasance.

            Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the provisions of this Article Fourteen shall apply to
each series of Securities, and the Company may, at its option, effect defeasance
of the Securities of or within a series under Section 1402, or covenant
defeasance of or within a series under Section 1403 in accordance with the terms
of such Securities and in accordance with this Article.

            SECTION 1402. Defeasance and Discharge.

            Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any related coupons on the date the conditions set
forth in Section 1404 are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities
and any related coupons, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1405 and the other Sections of this Indenture
referred to in (A) and (B) below, and to have satisfied all its other
obligations under such Securities and any related coupons and this Indenture
insofar as such Securities and any related coupons are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any related coupons to receive, solely from the trust
fund described in Section 1404 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities and any related coupons when such payments are due, (B)
the Company's obligations


                                      -90-
<PAGE>

with respect to such Securities under Sections 304, 305, 306, 1002 and 1003 and
with respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1005, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (D) this Article Fourteen. Subject to
compliance with this Article Fourteen, the Company may exercise its option under
this Section 1402 notwithstanding the prior exercise of its option under Section
1403 with respect to such Securities and any related coupons.

            SECTION 1403. Covenant Defeasance.

            Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under Sections 1006 through 1008, and, if
specified pursuant to Section 301, its obligations under any other covenant,
with respect to such Outstanding Securities and any related coupons on and after
the date the conditions set forth in Section 1404 are satisfied (hereinafter,
"covenant defeasance"), and such Securities and any related coupons shall
thereafter be deemed not to be "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
related coupons, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of reference in any such covenant to any other
provision herein, in the securities or in any other document and such omission
to comply shall not constitute a Default or an Event of Default under Section
501(4) or Section 501(7) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
related coupons shall be unaffected thereby.

            SECTION 1404. Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of either
Section 1402 or Section 1403 to any Outstanding Securities of or within a series
and any related coupons:

            (1)   The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 607 who shall agree to comply with the provisions of this
      Article Fourteen applicable to it) as trust funds in trust for the purpose
      of making the following payments, specifically pledged as security for,
      and dedicated solely to, the benefit of the Holders of such Securities and
      any related coupons, (A) an amount (in such Currency in which such
      Securities and any related coupons are then specified as payable at Stated
      Maturity), or (B) Government Obligations applicable to such Securities
      (determined on the basis of the Currency in which such Securities are then
      specified as payable at Stated Maturity) which through the scheduled
      payment of principal and interest in respect thereof in accordance with
      their terms will provide, not later than one day before the due date of
      any payment of principal of and premium, if any, and interest, if any,
      under such Securities and any related


                                      -91-
<PAGE>

      coupons, money in an amount, or (C) a combination thereof, sufficient, in
      the opinion of a nationally recognized firm of independent public
      accountants expressed in a written certification thereof delivered to the
      Trustee (or other qualifying trustee), to pay and discharge, and which
      shall be applied by the Trustee (or other qualifying trustee) to pay and
      discharge, (i) the principal of (and premium, if any) and interest, if
      any, on such Outstanding Securities and any related coupons on the Stated
      Maturity (or Redemption Date, if applicable) of such principal (and
      premium, if any) or installment of interest, if any and (ii) any mandatory
      sinking fund payments or analogous payments applicable to such Outstanding
      Securities and any related coupons on the day on which such payments are
      due and payable in accordance with the terms of this Indenture and of such
      Securities and any related coupons; provided that the Trustee (or other
      qualifying trustee) shall have been irrevocably instructed to apply such
      money or the proceeds of such Government Obligations to said payments with
      respect to such Securities and any related coupons. Before such a deposit,
      the Company may give to the Trustee (or other qualifying trustee), in
      accordance with Section 1102 hereof, a notice of its election to redeem
      all or any portion of such Outstanding Securities at a future date in
      accordance with the terms of the Securities of such series and Article
      Eleven hereof, which notice shall be irrevocable. Such irrevocable
      redemption notice, if given, shall be given effect in applying the
      foregoing.

            (2)   No Default or Event of Default with respect to such Securities
      or any related coupons shall have occurred and be continuing on the date
      of such deposit or, insofar as Section 501(5) are concerned, at any time
      during the period ending on the 91st day after the date of such deposit
      (it being understood that this condition shall not be deemed satisfied
      until the expiration of such period).

            (3)   Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a default under, this Indenture or
      any other material agreement or instrument to which the Company is a party
      or by which it is bound.

            (4)   In the case of an election under Section 1402, the Company
      shall have delivered to the Trustee an Opinion of Counsel stating that (x)
      the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling, or (y) since the date of execution of
      this Indenture, there has been a change in the applicable federal income
      tax law, in either case to the effect that, and based thereon such opinion
      shall confirm that, the Holders of such Outstanding Securities and any
      related coupons will not recognize income, gain or loss for federal income
      tax purposes as a result of such defeasance and will be subject to federal
      income tax on the same amounts, in the same manner and at the same times
      as would have been the case if such defeasance had not occurred.

            (5)   In the case of an election under Section 1403, the Company
      shall have delivered to the Trustee an Opinion of Counsel to the effect
      that the Holders of such Outstanding Securities and any related coupons
      will not recognize income, gain or loss


                                      -92-
<PAGE>

      for federal income tax purposes as a result of such covenant defeasance
      and will be subject to federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such covenant
      defeasance had not occurred.

            (6)   Notwithstanding any other provisions of this Section, such
      defeasance or covenant defeasance shall be effected in compliance with any
      additional or substitute terms, conditions or limitations in connection
      therewith pursuant to Section 301.

            (7)   The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to either the defeasance under Section
      1402 or the covenant defeasance under Section 1403 (as the case may be)
      have been complied with.

            SECTION 1405. Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions.

            Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of such Outstanding Securities
and any related coupons shall be held in trust and applied by the Trustee (or
other qualifying trustee), in accordance with the provisions of such Securities
and any related coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee (or other qualifying trustee) may determine, to the Holders of
such Securities and any related coupons of all sums due and to become due
thereon in respect of principal (and if any) and interest, if any, but such
money need not be segregated from other funds premium, except to the extent
required by law.

            Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(1) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(1) has been made in respect of such Security, or (b) a
Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the
terms of any Security in respect of which the deposit pursuant to Section
1404(1) has been made, the indebtedness represented by such Security and any
related coupons shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any) and
interest, if any, on such Security as they become due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate
for such currency in effect on the third Business Day prior to


                                      -93-
<PAGE>

each payment date, except, with respect to a Conversion Event, for such Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any related
coupons.

            Anything in this Article Fourteen to the contrary notwithstanding,
the Trustee (or other qualifying trustee) shall deliver or pay to the Company
from time to time upon Company Request any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in Section
1404 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (or other qualifying trustee), are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or
covenant defeasance, as applicable, in accordance with this Article.

            SECTION 1406. Reinstatement.

            If the Trustee (or other qualifying trustee) or any Paying Agent is
unable to apply any money in accordance with Section 1405 by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and such Securities and any related coupons shall be revived and
reinstated as though no deposit had occurred pursuant to Section 1402 or 1403,
as the case may be, until such time as the Trustee (or other qualifying trustee)
or Paying Agent is permitted to apply all such money in accordance with Section
1405; provided, however, that if the Company makes any payment of principal of
(or premium, if any) or interest, if any, on any such Security or any related
coupon following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities and any related
coupons to receive such payment from the money held by the Trustee (or other
qualifying trustee) or Paying Agent.

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

            SECTION 1501. Purposes for Which Meetings May Be Called.

            If Securities of a series are issuable as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other, action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

                                      -94-
<PAGE>

         SECTION 1502. Call, Notice and Place of Meetings.

         The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1501, to be held at such time
and at such place in the City of New York or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the

place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided for in Section 106, not
less than 21 not more than 180 days prior to the date fixed for the meeting.

         SECTION 1503. Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series or (2) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of such series by such
Holder of Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Person
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 1504. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that, if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502, except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

         Subject to the foregoing, at the reconvening of any meeting adjourned
for lack of a quorum the Persons entitled to vote 25% in principal amount of the
Outstanding Securities at the time shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting.


                                      -95-
<PAGE>
         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of
not less than a majority in principal amount of the Outstanding Securities of
such series; provided, however, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of not less than such specified percentage in
principal amount of the Outstanding Securities of such series.

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

         Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

                  (1)      there shall be no minimum quorum requirement for such
         meeting; and

                  (2)      the principal amount of the Outstanding Securities of
         such series that vote in favor of such request, demand, authorization,
         direction, notice, consent, waiver or other action shall be taken into
         account in determining whether such request, demand, authorization,
         direction, notice, consent, waiver or other action has been made, given
         or taken under this Indenture.

         SECTION 1505. Determination of Voting Rights; Conduct and Adjournment
of Meetings.

         (a) Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as its 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
or by having the signature of the person executing the proxy witnessed


                                      -96-
<PAGE>
or guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

         (b) 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 of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary 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 principal amount of the
Outstanding Securities of such series represented at the meeting.

         (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Outstanding
Securities of such series held or represented by him (determined as specified in
the definition of "Outstanding" in Section 101); 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 of such series or proxy.

         (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

         SECTION 1506. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series
held or represented by them. The permanent 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 in duplicate of all votes cast at the
meeting. A record, at least in duplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the Secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 1502
and, if applicable, Section 1504. 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


                                      -97-
<PAGE>
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                  ARTICLE TWO

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

         SECTION 1601. Indenture and Securities Solely Corporate Obligations.

         No recourse for the payment of the principal of or any premium or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.

         This Indenture 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 Indenture.


                                      -98-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                             Schering-Plough Corporation

                                                  By: /s/   E. Kevin Moore
                                                     ---------------------------
                                                     Name:  E. Kevin Moore
                                                     Title: Vice President and
                                                             Treasurer





                                             The Bank of New York

                                                  By:  /s/  Marie E. Trimboli
                                                     ---------------------------
                                                     Name:  Marie E. Trimboli
                                                     Title: Assistant Vice
                                                             President


                                      -99-
<PAGE>
                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                   EXHIBIT A-1

                       FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY
                       OR TO OBTAIN INTEREST PAYABLE PRIOR
                              TO THE EXCHANGE DATE
                                   CERTIFICATE

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


         This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (1) are owned
by person(s) that are not residents of the United States, domestic partnerships,
domestic corporations or any citizens or estate or trust the income of which is
subject to United States federal income taxation regardless of its source
("United States persons(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Schering-Plough Corporation or its agent that such financial
institution will comply with the requirements of Section 1650)(3)(A), (B) or (C)
of the United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

         As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.


                                     -100-
<PAGE>
         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

         This certificate excepts and does not relate to [U.S.$] _____________
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest in
a permanent global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

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

Dated:

[To be dated no earlier than the 10th day
prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

                                          [Name of Person Making Certification]



                                          (Authorized Signatory)
                                          --------------------
                                          Name:
                                          Title:


                                     -101-
<PAGE>
                                   EXHIBIT A-2

                  FORM OF CERTIFICATE, TO BE GIVEN BY EUROCLEAR
                               AND CLEARSTREAM IN
                 CONNECTION WITH THE EXCHANGE OF A PORTION OF A
                 TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE
                                   CERTIFICATE

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

         This is to certify that based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached

         hereto, as of the date hereof, [U.S.$] ______________ principal amount
of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Schering-Plough
Corporation or its agent that such financial institution will comply with the
requirements of Section 1650)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(1)(D)(7)) and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

         As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

         We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing


                                     -102-
<PAGE>
the above-captioned Securities excepted in the above-referenced certificates of
Member Organizations and (ii) as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.

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

Dated:

[To be dated no earlier than the Exchange
Date or the relevant Interest Payment Date
occurring prior to the Exchange Date, as
applicable]

                                           [MORGAN GUARANTY TRUST
                                           COMPANY OF NEW YORK, BRUSSELS
                                           OFFICE, as Operator of the Euroclear
                                           System]
                                           [Clearstream]


                                                           By
                                                             -------------------


                                     -103-
<PAGE>
                                    EXHIBIT B

CUSIP NO. [       ]
           -------





No. [       ]
     -------



                           SCHERING-PLOUGH CORPORATION
                                     FORM OF
                            [ ] % GLOBAL NOTE DUE [ ]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.


                                     -104-
<PAGE>
         SCHERING-PLOUGH CORPORATION, a New Jersey corporation (herein referred
to as the "Company," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of $[ ] on [ ] (the
"Maturity Date") and to pay interest thereon from [    ] or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on [      ] and [     ] in each year (each, an "Interest
Payment Date"), commencing [      ], at [       ] % per annum until the
principal hereof is paid or duly provided for.

         Any payment of principal or interest required to be made on a day that
is not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment. Interest
payable on each Interest

         Payment Date will include interest accrued from and including [    ] or
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, to but excluding such
Interest Payment Date.

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
person (the "Holder") in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the __th day (whether or
not a Business Day) preceding such Interest Payment Date (a "Regular Record
Date"). Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a special record date (the "Special Record Date") for the payment of such
Defaulted Interest to be fixed by the Trustee (referred to herein), notice
whereof shall be given to the Holder of this Note not more than 15 nor less than
ten days prior to such Special Record Date, or may be paid at any time in any
other lawful manner, all as more fully provided in the Indenture.

         For purposes of this Note, "Business Day" means any day that is not a
Saturday or Sunday and that, in The City of New York, is not a day on which
banking institutions are authorized or obligated by law or executive order to
close.

         Payment of the principal of this Note on the Maturity Date will be made
against presentation of this Note at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts. So long as
this Note remains in book-entry form, all payments of principal and interest
will be made by the Company in immediately available funds.

         General. This Note is one of a duly authorized issue of securities
(herein called the "Securities") of the Company, issued and to be issued under
an indenture, dated as of [ ], as it may be supplemented from time to time
(herein called the "Indenture"), between the


                                     -105-
<PAGE>
Company and The Bank of New York, as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture with respect to a series
of which this Note is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The Securities may
be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any), may be subject to different covenants and Events of Default and may
otherwise vary as provided or permitted in the Indenture. This Note is one of a
duly authorized series of Securities designated as "[ ] % Global Notes due [ ]"
(collectively, the "Notes").

         The Notes are initially limited to $[ ] aggregate principal amount. The
Company may, without the consent of the Holder hereof, create and issue
additional securities ranking pari passu with the Notes in all respects and so
that such additional securities shall be consolidated and form a single series
having the same terms as to status, redemption or otherwise as the Notes
initially issued. No additional Notes may be issued if an Event of Default has
occurred.

         Events of Default. If an Event of Default with respect to the Notes
shall have occurred and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         Maturity. The Notes may not be redeemed prior to the Maturity Date. The
Notes are not subject to repayment at the option of the Holders or to the
operation of any sinking fund.

         Modification and Waivers; Obligations of the Company Absolute. The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series. Such amendment may
be effected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of all Securities issued under the Indenture at the time Outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of not less than a majority in aggregate principal amount of the Securities at
the time Outstanding, on behalf of the Holders of all Outstanding Securities, to
waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of
individual series to waive on behalf of all of the Holders of Securities of such
individual series certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon
the Holder of this Note and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.


                                     -106-
<PAGE>
         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate and in the coin or currency herein prescribed.

         Defeasance and Covenant Defeasance. The Indenture contains provisions
for defeasance at any time of (a) the entire indebtedness of the Company on this
Note and (b) certain restrictive covenants and the related defaults and Events
of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.

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

         As provided in the Indenture and subject to certain limitations herein
and therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Holders surrendering the same.

         This Note is a Global Security. If the Depository is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days or an Event of Default
under the Indenture has occurred and is continuing, the Company will issue Notes
in certificated form in exchange for each Global Security. In addition, the
Company may at any time determine not to have Notes represented by a Global
Security and, in such event, will issue Notes in certificated form in exchange
in whole for the Global Security representing such Note. In any such instance,
an owner of a beneficial interest in a Global Security will be entitled to
physical delivery in certificated form of Notes equal in principal amount to
such beneficial interest and to have such Notes registered in its name. Notes so
issued in certificated form will be issued in denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000 and will be
issued in registered form only, without coupons.

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

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner


                                     -107-
<PAGE>
hereof for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

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

         Governing Law. This Note shall be governed by and construed in
accordance with the law of the State of New York.

         Notices. Notices to Holders of the Notes may be made by first class
mail, postage prepaid, to the addresses that appear on the register maintained
by the Security Registrar or by guaranteed overnight courier or by facsimile
transmission (receipt confirmed by facsimile transaction receipt) followed by
overnight courier. [So long as

         the Notes are listed on the Luxembourg Stock Exchange, notices will
also be made by publication in an authorized newspaper in Luxembourg which is
expected to be the Luxemburger Wort.] Any notice will be deemed to have been
given on the date of publication or, if published more than once, on the date of
the first publication.

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

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

Dated:  [       ]


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

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

[         ],
  as Trustee

                                         By:
                                            ------------------------------------



By:                                      Attest:
     ----------------------                     --------------------------------
      Authorized Signatory                         Secretary


                                     -108-