<PAGE>

                             JOHNSON CONTROLS, INC.

                                       TO

                         U.S. BANK NATIONAL ASSOCIATION,
                                     TRUSTEE

                                   -----------

                                    INDENTURE

                            Dated as of_______, 20___

                                   -----------

                          SUBORDINATED DEBT SECURITIES

<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                   <C>
Parties...........................................................................      1
Recitals..........................................................................      1

                                  ARTICLE ONE.

                                  Definitions.

SECTION 1.01.  Definitions........................................................      1
         Affiliate................................................................      2
         Authenticating Agent.....................................................      2
         Board of Directors.......................................................      2
         Board Resolution.........................................................      2
         Business Day.............................................................      2
         Company..................................................................      2
         Company Request and Company Order........................................      2
         Conversion Date..........................................................      3
         Currency Determination Agent.............................................      3
         Current Market Price.....................................................      3
         Debt Security or Debt Securities.........................................      3
         Debt Security Register...................................................      3
         Depository...............................................................      3
         Dollar...................................................................      3
         Dollar Equivalent of the Foreign Currency................................      4
         Event of Default.........................................................      4
         Foreign Currency.........................................................      4
         Global Debt Security.....................................................      4
         Government Obligations...................................................      4
         Holder...................................................................      4
         Indenture................................................................      4
         Indexed Debt Security....................................................      5
         Interest.................................................................      5
         Interest Payment Date....................................................      5
         Market Exchange Rate.....................................................      5
         Officers' Certificate....................................................      5
         Opinion of Counsel.......................................................      5
         Original Issue Discount Debt Security....................................      5
         Outstanding..............................................................      6
         Person...................................................................      7
         Place of Payment.........................................................      7
         Predecessor Debt Security................................................      7
</TABLE>

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

<PAGE>

<TABLE>
<S>                                                                                    <C>
         Principal Office of the Trustee..........................................      7
         Public Notice............................................................      7
         Redemption Date..........................................................      7
         Redemption Price.........................................................      8
         Regular Record Date......................................................      8
         Responsible Officer......................................................      8
         Senior Indebtedness......................................................      8
         Special Record Date......................................................      8
         Stated Maturity..........................................................      9
         Subsidiary...............................................................      9
         Trustee..................................................................      9
         Trust Indenture Act of 1939..............................................      9
         Valuation Date...........................................................      9
         Voting Stock.............................................................      9

                                  ARTICLE TWO.

                              Debt Security Forms.

SECTION 2.01.  Forms Generally....................................................      9
SECTION 2.02.  Forms of Debt Securities...........................................     10
SECTION 2.03.  Form of Trustee's Certificate of Authentication....................     11
SECTION 2.04.  Debt Securities in Global Form.....................................     11

                                 ARTICLE THREE.

                              The Debt Securities.

SECTION 3.01.  Title and Terms....................................................     13
SECTION 3.02.  Denominations......................................................     15
SECTION 3.03.  Payment of Principal and Interest..................................     15
SECTION 3.04.  Execution of Debt Securities.......................................     15
SECTION 3.05.  Temporary Debt Securities..........................................     17
SECTION 3.06.  Exchange and Registration of Transfer of Debt Securities...........     18
SECTION 3.07.  Mutilated, Destroyed, Lost or Stolen Debt Securities...............     19
SECTION 3.08.  Payment of Interest; Interest Rights Preserved.....................     20
SECTION 3.09.  Persons Deemed Owners..............................................     21
SECTION 3.10.  Cancellation of Debt Securities Paid, etc..........................     22
SECTION 3.11.  Currency and Manner of Payments....................................     22
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                             <C>
                                  ARTICLE FOUR.

                  Redemption of Debt Securities; Sinking Funds.

SECTION 4.01.  Applicability of Article.....................................................    24
SECTION 4.02.  Notice of Redemption; Selection of Debt Securities...........................    24
SECTION 4.03.  Payment of Debt Securities Called for Redemption.............................    25
SECTION 4.04.  Exclusion of Certain Securities from Eligibility for Selection for
               Redemption...................................................................    26
SECTION 4.05.  Provisions with Respect to any Sinking Funds.................................    26

                                  ARTICLE FIVE.

                       Particular Covenants of the Company

SECTION 5.01.  Payment of Principal, Premium and Interest...................................    28
SECTION 5.02.  Offices for Notices and Payments, etc........................................    28
SECTION 5.03.  Appointments to Fill Vacancies in Trustee's Office...........................    28
SECTION 5.04.  Provisions as to Paying Agent................................................    28
SECTION 5.05.  Certificate to Trustee.......................................................    29
SECTION 5.06.  Waivers of Covenants.........................................................    29

                                  ARTICLE SIX.

           Holders' Lists and Reports by the Company and the Trustee.

SECTION 6.01.  Holders' Lists...............................................................    30
SECTION 6.02.  Preservation and Disclosure of Lists.........................................    30
SECTION 6.03.  Reports by the Company.......................................................    31
SECTION 6.04.  Reports by the Trustee.......................................................    31

                                 ARTICLE SEVEN.

            Remedies of the Trustee and Holders on Event of Default.

SECTION 7.01.  Events of Default............................................................    31
SECTION 7.02.  Payment of Debt Securities Upon Default; Suit Therefor.......................    34
SECTION 7.03.  Application of Moneys Collected by Trustee...................................    36
SECTION 7.04.  Proceedings by Holders.......................................................    37
SECTION 7.05.  Proceedings by Trustee.......................................................    37
SECTION 7.06.  Remedies Cumulative and Continuing...........................................    38
SECTION 7.07.  Direction of Proceedings and Waiver of Defaults by Majority of Holders.......    38
SECTION 7.08.  Notice of Defaults...........................................................    39
SECTION 7.09.  Undertaking to Pay Costs.....................................................    39
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                 <C>
SECTION 7.10.  Unconditional Right of Holders to Receive Principal, Premium and Interest........    39

                                 ARTICLE EIGHT.

                             Concerning the Trustee.

SECTION 8.01.  Duties and Responsibilities of Trustee...........................................     39
SECTION 8.02.  Reliance on Documents, Opinions, etc.............................................     40
SECTION 8.03.  No Responsibility for Recitals, etc..............................................     41
SECTION 8.04.  Trustee and Agents May Own Debt Securities.......................................     41
SECTION 8.05.  Moneys to be Held in Trust.......................................................     42
SECTION 8.06.  Compensation and Expenses of Trustee.............................................     42
SECTION 8.07.  Officers' Certificate as Evidence................................................     42
SECTION 8.08.  Conflicting Interest of Trustee..................................................     42
SECTION 8.09.  Eligibility of Trustee...........................................................     43
SECTION 8.10.  Resignation or Removal of Trustee................................................     43
SECTION 8.11.  Acceptance by Successor Trustee..................................................     44
SECTION 8.12.  Succession by Merger, etc........................................................     45
SECTION 8.13.  Limitation on Rights of Trustee as a Creditor....................................     46
SECTION 8.14.  Authenticating Agents............................................................     46

                                  ARTICLE NINE.

                             Concerning the Holders.

SECTION 9.01.  Action by Holders................................................................     49
SECTION 9.02.  Proof of Execution by Holders....................................................     49
SECTION 9.03.  Who Are Deemed Absolute Owners...................................................     49
SECTION 9.04.  Company-Owned Debt Securities Disregarded........................................     50
SECTION 9.05.  Revocation of Consents; Future Holders Bound.....................................     50

                                  ARTICLE TEN.

                               Holders' Meetings.

SECTION 10.01.  Purposes of Meetings............................................................     51
SECTION 10.02.  Call of Meetings by Trustee.....................................................     51
SECTION 10.03.  Call of Meetings by Company or Holders..........................................     51
SECTION 10.04.  Qualifications for Voting.......................................................     52
SECTION 10.05.  Regulations.....................................................................     52
SECTION 10.06.  Voting..........................................................................     53
SECTION 10.07.  No Delay of Rights by Meeting...................................................     53
</TABLE>

<PAGE>


<TABLE>
<S>                                                                                          <C>
                                 ARTICLE ELEVEN.

                            Supplemental Indentures.

SECTION 11.01.  Supplemental Indentures without Consent of Holders......................     53
SECTION 11.02.  Supplemental Indentures with Consent of Holders.........................     55
SECTION 11.03.  Effect of Supplemental Indentures.......................................     56
SECTION 11.04.  Notation on Debt Securities.............................................     56
SECTION 11.05.  Evidence of Compliance of Supplemental Indenture to be Furnished
                Trustee.................................................................     56

                                 ARTICLE TWELVE.

                   Consolidation, Merger, Sale and Conveyance.

SECTION 12.01.  Company May Consolidate, etc., on Certain Terms.........................     56
SECTION 12.02.  Successor Corporation to be Substituted.................................     57
SECTION 12.03.  Opinion of Counsel to Be Given Trustee..................................     58

                                ARTICLE THIRTEEN.

                    Satisfaction and Discharge of Indenture.

SECTION 13.01.  Satisfaction, Discharge and Defeasance of Debt Securities of any Series.     58
SECTION 13.02.  Defeasance of Debt Securities of any Series.............................     60
SECTION 13.03.  Application of Trust Funds; Indemnification.............................     61
SECTION 13.04.  Return of Unclaimed Moneys..............................................     62

                               ARTICLE FOURTEEN.

        Immunity of Incorporators, Stockholders, Officers and Directors.

SECTION 14.01.  Indenture and Debt Securities Solely Corporate Obligations..............     62

                                ARTICLE FIFTEEN.

                            Miscellaneous Provisions.

SECTION 15.01.  Provisions Binding on Successors of the Company.........................     63
SECTION 15.02.  Indenture for Sole Benefit of Parties and Holders of Debt Securities....     63
SECTION 15.03.  Addresses for Notices, etc..............................................     63
SECTION 15.04.  New York Contract.......................................................     63
SECTION 15.05.  Evidence of Compliance with Conditions Precedent........................     63
SECTION 15.06.  Legal Holidays..........................................................     64
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                      <C>
SECTION 15.07.  Trust Indenture Act of 1939 to Control..............................     64
SECTION 15.08.  Table of Contents, Headings, etc....................................     64
SECTION 15.09.  Determination of Principal Amount...................................     64
SECTION 15.10.  Execution in Counterparts...........................................     65

                                ARTICLE SIXTEEN.

                        Subordination of Debt Securities.

SECTION 16.01.  Debt Securities Subordinated to Senior Indebtedness ................     65
SECTION 16.02.  Subrogation.........................................................     67
SECTION 16.03.  Obligation of the Company Unconditional.............................     67
SECTION 16.04.  Payments on Debt Securities Permitted...............................     68
SECTION 16.05.  Effectuation of Subordination by Trustee............................     68
SECTION 16.06.  Knowledge of Trustee................................................     68
SECTION 16.07.  Trustee May Hold Senior Indebtedness................................     68
SECTION 16.08.  Rights of Holders of Senior Indebtedness Not Impaired...............     68

Signatures..........................................................................
Acknowledgements....................................................................
</TABLE>

<PAGE>

                              CROSS REFERENCE SHEET

                                     BETWEEN

         Provisions of Sections 310 through 318(a) inclusive of Trust Indenture
Act of 1939 and the Indenture dated as of___________, 20_______ between Johnson
Controls, Inc. and U.S. Bank National Association, as Trustee.

<TABLE>
<CAPTION>
              SECTION OF ACT                                         SECTION OF INDENTURE
              --------------                                         --------------------
<S>                                                                  <C>
310(a)(1) and (2).................................................     8.09
310(a)(3) and (4).................................................     *
310(b)............................................................     8.08 and 8.10
310(c)............................................................     *
311(a)............................................................     8.13(a)
311(b)............................................................     8.13(b)
311(c)............................................................     *
312(a)............................................................     6.01 and 6.02(a)
312(b)............................................................     6.02(b)
312(c)............................................................     6.02(c)
313(a)(1), (2), (3), (4), (6) and (7).............................     6.04(a)(1-6)
313(a)(5).........................................................     *
313(b)(1).........................................................     *
313(b)(2).........................................................     6.04(b)
313(c)............................................................     6.04(c)
313(d)............................................................     6.04(d)
314(a)(1).........................................................     6.03(a)
314(a)(2).........................................................     6.03(b)
314(a)(3).........................................................     6.03(c)
314(b)............................................................     *
314(c)(1).........................................................     15.05
314(c)(2).........................................................     15.05
314(c)(3).........................................................     *
314(d)............................................................     *
314(e)............................................................     15.05
314(f)............................................................     *
315(a), (c) and (d)...............................................     8.01
315(b)............................................................     7.08
315(e)............................................................     7.09
316(a)(1).........................................................     7.07
316(a)(2).........................................................     *
316(a) last para..................................................     9.04
316(b)............................................................     7.10
317(a)............................................................     7.02
317(b)............................................................     5.04
318(a)............................................................     15.07
</TABLE>

<PAGE>

                  THIS INDENTURE, dated as of______________, 20_____, between
Johnson Controls, Inc., a Wisconsin corporation (the "Company"), and U.S. Bank
National Association, a national banking corporation, as trustee (the
"Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issue from time to time of its unsecured
subordinated debentures, notes, bonds or other evidences of indebtedness to be
issued in one or more series as in this Indenture provided, up to such principal
amount or amounts as may from time to time be authorized in or pursuant to one
or more resolutions of the Board of Directors.

                  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 or
acceptance of the Debt Securities by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of the respective
Holders from time to time of the Debt Securities or of any series thereof as
follows:

                                  ARTICLE ONE.

                                  DEFINITIONS.

                  SECTION 1.01. Definitions. The terms defined in this Section
1.01 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939 or which are by reference therein defined in the
Securities Act of 1933, as amended, shall have (except as herein otherwise
expressly provided or unless the context otherwise requires) the meanings
assigned to such terms in said Trust Indenture Act of 1939 and in said
Securities Act as in force at the date of the execution of this Indenture. 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
principles" with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of
such computation. All references to such terms herein shall be both to the
singular or the plural, as the context so requires.

<PAGE>

AFFILIATE:

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

AUTHENTICATING AGENT:

                  The term "Authenticating Agent" shall mean the agent of the
Trustee, if any, which at the time shall be appointed and acting pursuant to
Section 8.14.

BOARD OF DIRECTORS:

                  The term "Board of Directors" shall mean the Board of
Directors of the Company or any authorized committee of such Board designated by
the Board of Directors or the by-laws or the articles of incorporation of the
Company to act for such Board for purposes of this Indenture.

BOARD RESOLUTION:

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

BUSINESS DAY:

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

COMPANY:

                  The term "Company" shall mean Johnson Controls, Inc., a
Wisconsin corporation, and, subject to Article Twelve, shall include its
successors and assigns.

COMPANY REQUEST AND COMPANY ORDER:

                  The terms "Company Request" and "Company Order" mean,
respectively, a written request or order signed in the name of the Company by
its Chairman of the Board, Vice

                                       2
<PAGE>

Chairman of the Board, President or a Vice President, and by its Treasurer,
Secretary, Assistant Secretary or Assistant Treasurer, and delivered to the
Trustee.

CONVERSION DATE:

                  The term "Conversion Date" shall have the meaning set forth in
Section 3.11:

CURRENCY DETERMINATION AGENT:

                  The term "Currency Determination Agent" shall mean the
financial institution, if any, from time to time selected by the Company and
approved by the Trustee for purposes of Section 3.11.

CURRENT MARKET PRICE:

                  The term "Current Market Price" means the closing price (or,
if none, the average of the last daily bid and asked prices) of the applicable
class of capital stock as quoted by the primary securities exchange on which the
stock is traded, or, if none, the primary inter-dealer quotation system, which
reports quotations for the class of capital stock, for the last trading day
immediately prior to the Calculation Date.

DEBT SECURITY OR DEBT SECURITIES:

                  The terms "Debt Security" or "Debt Securities" shall mean any
unsecured notes, debentures or other indebtedness of any series, as the case may
be, issued by the Company from time to time, and authenticated and delivered
under this Indenture.

DEBT SECURITY REGISTER:

                  The term "Debt Security Register" shall have the meaning set
forth in Section 3.06.

DEPOSITORY:

                  The term "Depository" shall mean, unless otherwise specified
by the Company pursuant to Section 3.01, with respect to Securities of any
series issuable or issued as a Global Security, The Depository Trust Company,
New York, New York, or any successor thereto registered as a clearing agency
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation.

DOLLAR:

                  The term "Dollar" shall mean the coin or currency of the
United States of America which as of the time of payment is legal tender for the
payment of public and private debts.

                                       3
<PAGE>

DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY:

                  The term "Dollar Equivalent of the Foreign Currency" shall
have the meaning set forth in Section 3.11.

EVENT OF DEFAULT:

                  The term "Event of Default" shall mean any event specified in
Section 7.01, continued for the period of time, if any, and after the giving of
the notice, if any, therein designated.

FOREIGN CURRENCY:

                  The term "Foreign Currency" shall mean a currency issued by
the government of any country other than the United States of America.

GLOBAL DEBT SECURITY:

                  The term "Global Debt Security" means a Debt Security issued
to evidence all or part of a series of Debt Securities.

GOVERNMENT OBLIGATIONS:

                  The term "Government Obligations" means securities which are
(i) direct obligations of the government which issued the currency in which the
Debt Securities of a series are denominated 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 Debt Securities of such series
are denominated, the payment of which obligations is unconditionally guaranteed
by such government, and which, in either case, are full faith and credit
obligations of such government, are denominated in the currency in which the
Debt Securities of such series are denominated and which are not callable or
redeemable at the option of the issuer thereof.

HOLDER:

                  The term "Holder" means any Person in whose name a Debt
Security of any series is registered in the Debt Security Register applicable to
Debt Securities of such series.

INDENTURE:

                  The term "Indenture" shall mean this instrument as originally
executed or, if amended or supplemented as herein provided, as so amended or
supplemented, pursuant to the applicable provisions hereof.

                                       4
<PAGE>

INDEXED DEBT SECURITY

                  The term "Indexed Debt Security" means a Debt Security the
terms of which provide that the principal amount thereof payable at Stated
Maturity may be more or less than the principal face amount thereof at original
issuance.

INTEREST:

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

INTEREST PAYMENT DATE:

                  The term "Interest Payment Date", when used with respect to
any series of Debt Securities, means the Stated Maturity of an installment of
interest on such Debt Securities.

MARKET EXCHANGE RATE:

                  The term "Market Exchange Rate" shall have the meaning set
forth in Section 3.11.

OFFICERS' CERTIFICATE:

                  The term "Officers' Certificate", when used with respect to
the Company, shall mean a certificate signed by its Chairman of the Board, Vice
Chairman of the Board, President, or a Vice President and by its Treasurer,
Secretary, Assistant Secretary or Assistant Treasurer and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 15.05 to the extent required by the provisions of such Section.

OPINION OF COUNSEL:

                  The term "Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel who may be an employee of or counsel to the Company, and
who shall be reasonable acceptable to the Trustee. Each such opinion shall
include the statements provided for in Section 3.04 and Section 15.05 to the
extent required by the provisions of such Sections.

ORIGINAL ISSUE DISCOUNT DEBT SECURITY:

                  The term "Original Issue Discount Date Security" means any
Debt Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the maturity
thereof pursuant to Section 7.01.

                                       5
<PAGE>

OUTSTANDING:

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

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

                    (ii) such Debt Securities for whose payment or redemption
                  money in the necessary amount and in the specified currency
                  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 Debt
                  Securities, provided, however, that if such Debt 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) such Debt Securities in exchange for or in lieu of
                  which other such Debt Securities have been authenticated and
                  delivered pursuant to this Indenture, or such Debt Securities
                  which have been paid, pursuant to this Indenture, unless proof
                  satisfactory to the Trustee is presented that any such Debt
                  Securities are held by Persons in whose hands any of such Debt
                  Securities are a legal, valid and binding obligation of the
                  Company, and

                    (iv) such Debt Securities the indebtedness in respect to
                  which has been discharged in accordance with Section 13.02.

provided, however, that in determining whether the Holders of the requisite
principal amount of such Outstanding Debt Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, such Debt
Securities owned by the Company or such other obligor upon such Debt Securities
or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only such Debt Securities which the
Trustee knows to be so owned shall be so disregarded. Such Debt 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 Debt Securities and that the pledgee is not the
Company or any other such obligor upon such Debt Securities or any Affiliate of
the Company or such other obligor. In case of a dispute as to such right, the
decision of the Trustee upon the advice of counsel shall be full protection to
the Trustee. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all such Debt
Securities, if any, known by the Company to be owned or held by or for the
account of any of the above described Persons; and, subject to the provisions of
Section 8.01, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth

                                       6
<PAGE>

and of the fact that all such Debt Securities not listed therein are Outstanding
for the purpose of any such determination.

PERSON:

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

PLACE OF PAYMENT:

                  The term "Place of Payment", when used with respect to the
Debt Securities of any series, means the place or places where the principal of
(premium, if any) and interest on the Debt Securities of that series are payable
as specified in accordance with Section 3.01.

PREDECESSOR DEBT SECURITY:

                  The term "Predecessor Debt Security" of any particular Debt
Security means every previous Debt Security evidencing all or a portion of the
same debt as that evidenced by such particular Debt Security, and for the
purposes of this definition, any Debt Security authenticated and delivered under
Section 3.07 in lieu of a mutilated, lost, destroyed or stolen Debt Security
shall be deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Debt Security.

PRINCIPAL OFFICE OF THE TRUSTEE:

                  The term "principal office of the Trustee", or other similar
terms, means the principal office of the Trustee in St. Paul, Minnesota, at
which at any particular time its corporate trust business shall be administered,
which office on the date hereof is located at 60 Livingston Avenue, St. Paul,
Minnesota 55107.

PUBLIC NOTICE:

                  The term "Public Notice" shall, without limitation, include
any filing or report made in accordance with the requirements of the Securities
and Exchange Commission or any press release or public announcement made by the
Company.

REDEMPTION DATE:

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

                                       7
<PAGE>

REDEMPTION PRICE:

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

REGULAR RECORD DATE:

                  The term "Regular Record Date" for the interest payable on any
Debt Security on any Interest Payment Date means the date specified in such Debt
Security as the "Regular Record Date" as contemplated by Section 3.01.

RESPONSIBLE OFFICER:

                  The term "Responsible Officer", when used with respect to the
Trustee, means the chairman or any vice-chairman of the board of directors, the
chairman or any vice-chairman of the executive committee of the board of
directors, the chairman of the trust committee, the president, any vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller 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.

SENIOR INDEBTEDNESS:

                  The term "Senior Indebtedness" means (i) the principal of and
premium, if any, and unpaid interest on indebtedness for money borrowed, (ii)
purchase money and similar obligations, (iii) obligations under capital leases,
(iv) guarantees, assumptions or purchase commitments relating to, or other
transactions as a result of which the Company is responsible for the payment of,
such indebtedness of others, (v) renewals, extensions and refunding of any such
indebtedness, (vi) interest or obligations in respect of any such indebtedness
accruing after the commencement of any insolvency or bankruptcy proceedings; and
(vii) obligations associated with derivative products such as interest rate and
currency exchange contracts, foreign exchange contracts, commodity contracts,
and similar arrangements, unless, in each case, the instrument by which the
Company incurred, assumed or guaranteed the indebtedness or obligations
described in clauses (i) through (vii) hereof expressly provides that such
indebtedness or obligation is not senior in right of payment to the Debt
Securities.

SPECIAL RECORD DATE:

                  The term "Special Record Date" for the payment of any
Defaulted Interest (as defined in Section 3.08) means a date fixed by the
Trustee pursuant to Section 3.08.

                                       8
<PAGE>

STATED MATURITY:

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

SUBSIDIARY:

                  The term "Subsidiary" means any corporation of which the
Company, or the Company and one or more Subsidiaries, or any one or more
Subsidiaries, directly or indirectly own more than 50% of the Voting Stock.

TRUSTEE:

                  The term "Trustee" shall mean U.S. Bank National Association
and, subject to the provisions of Article Eight hereof, shall also include its
successors and assigns as Trustee hereunder.

TRUST INDENTURE ACT OF 1939:

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

VALUATION DATE:

                  The term "Valuation Date" shall have the meaning set forth in
Section 3.11.

VOTING STOCK:

                  The term "Voting Stock" means outstanding shares of capital
stock having under ordinary circumstances voting power for the election of
directors whether at all times or only so long as no senior class of stock has
such voting power by reason of the happening of any contingency.

                                  ARTICLE TWO.

                              DEBT SECURITY FORMS.

                  SECTION 2.01. Forms Generally. The Debt Securities of each
series and the certificates of authentication thereon shall have such
appropriate insertions, omissions,

                                       9
<PAGE>

substitutions and other variations as are required or permitted by this
Indenture (the provisions of which shall be appropriate to reflect the terms of
each series of Debt Securities, including the currency or denomination, which
may be Dollars or Foreign Currency), 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 Debt
Securities, as evidenced by their signing of such Debt Securities. Any portion
of the text of any Debt Security may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Debt Security.

                  The definitive Debt Securities shall be printed, lithographed
or engraved or produced by any combination of these methods or may be produced
in any other manner permitted by the rules of any securities exchange, all as
determined by the officers executing such Debt Securities, as evidenced by their
signing of such Debt Securities.

                  SECTION 2.02. Forms of Debt Securities. The Debt Securities of
each series shall be in such form or forms (including global form) as shall be
established by or pursuant to a Board Resolution.

                  Prior to the delivery of a Debt Security of any series in any
such form to the Trustee for the Debt Securities of such series for
authentication, the Company shall deliver to the Trustee the following:

                  (1) The Board Resolution by or pursuant to which such form of
Debt Security has been approved;

                  (2) An Officers' Certificate dated the date such Certificate
is delivered to the Trustee stating that all conditions precedent provided for
in this Indenture relating to the authentication and delivery of Debt Securities
in such form have been complied with; and

                  (3) An Opinion of Counsel stating that Debt Securities in such
form, together with any coupons appertaining thereto, when (a) completed by
appropriate insertions and executed and delivered by the Company to the Trustee
for authentication in accordance with this Indenture, (b) authenticated and
delivered by such Trustee in accordance with this Indenture within the
authorization as to aggregate principal amount established from time to time by
the Board of Directors, and (c) sold in the manner specified in such Opinion of
Counsel, will be the legal, valid and binding obligations of the Company,
subject to applicable bankruptcy, reorganization, insolvency and other similar
laws generally affecting 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 Debt Securities.

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

                                       10
<PAGE>

                  SECTION 2.03. Form of Trustee's Certificate of Authentication.
The following is the form of the Certificate of Authentication of the Trustee to
be endorsed on the face of all Debt Securities substantially as follows:

                    This is one of the Debt Securities of the series designated
                  herein issued under the within-mentioned Indenture.

                              U.S. BANK NATIONAL ASSOCIATION,
                              a national banking association, as Trustee

                              By________________________________________________
                                        Authorized Officer

                  SECTION 2.04. Debt Securities in Global Form. (a) If the
Company shall establish pursuant to Section 3.01 that the Debt Securities of a
particular series are to be issued in whole or in part in the form of one or
more Global Debt Securities, then the Company shall execute and the Trustee or
its agent shall, in accordance with Section 3.04 and the Company Order delivered
to the Trustee or its agent thereunder, authenticate and deliver such Global
Debt Security or Global Debt Securities, which (i) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, the
Outstanding Debt Securities of such series to be represented by such Global Debt
Security or Global Debt Securities, or such portion thereof as the Company shall
specify in a Company Order, (ii) shall be registered in the name of the
Depository for such Global Debt Security or Global Debt Securities or its
nominee, (iii) shall be delivered by the Trustee or its agent to the Depository
or pursuant to the Depository's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless this certificate is presented by
an authorized representative of the Depository to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of the nominee of the Depository or in such other name as
is requested by an authorized representative of the Depository (and any payment
is made to the nominee of the Depository or to such other entity as is 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 inasmuch
as the registered owner hereof, the nominee of the Depository, has an interest
herein."

                  (b) Notwithstanding any other provision of this Section 2.04
or of Section 3.06, and subject to the provisions of paragraph (c) below, unless
the terms of a Global Debt Security expressly permit such Global Debt Security
to be exchanged in whole or in part for individual certificates representing
Debt Securities, a Global Debt Security may be transferred, in whole but not in
part and in the manner provided in Section 3.06, only to a nominee of the
Depository for such Global Debt Security, or to the Depository, or a successor
Depository for such Global Debt Security selected or approved by the Company, or
to a nominee of such successor Depository.

                                       11
<PAGE>

                  (c) (1) If at any time the Depository for a Global Debt
Security notifies the Company that it is unwilling or unable to continue as
Depository for such Global Debt Security or if at any time the Depository for
the Global Debt Securities for such series shall no longer be eligible or in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor
Depository with respect to such Global Debt Security. If a successor Depository
for such Global Debt Security is not appointed by the Company within 90 days
after the Company receives notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee or its agent, upon receipt of a Company
Request for the authentication and delivery of certificates representing Debt
Securities of such series in exchange for such Global Debt Security, will
authenticate and deliver, certificates representing Debt Securities of such
series of like tenor and terms in an aggregate principal amount equal to the
principal amount of the Global Debt Security in exchange for such Global Debt
Security.

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

                  (3) If specified by the Company pursuant to Section 3.01 with
respect to Debt Securities issued or issuable in the form of a Global Debt
Security, the Depository for such Global Debt Security may surrender such Global
Debt Security in exchange in whole or in part for certificates representing Debt
Securities of such series of like tenor and terms in definitive form on such
terms as are acceptable to the Company and such Depository. Thereupon the
Company shall execute, and the Trustee or its agent shall authenticate and
deliver, without a service charge, (1) to each Holder specified by the Security
Registrar or the Depository a certificate or certificates representing
Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such person in an aggregate principal amount equal
to and in exchange for such Holder's beneficial interest as specified by the
Security Registrar or the Depository in the Global Debt Security; and (2) to
such Depository a new Global Debt Security of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the principal
amount of the surrendered Global Debt Security and the aggregate principal
amount of certificates representing Debt Securities delivered to Holders
thereof.

                  (4) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver certificates representing Debt Securities in definitive
registered form in authorized denominations for Debt Securities of the same
series or any integral multiple thereof. Upon the

                                       12
<PAGE>

exchange of the entire principal amount of a Global Debt Security for
certificates representing Debt Securities, such Global Debt Security shall be
cancelled by the Trustee or its agent. Except as provided in the preceding
paragraph, certificates representing Debt Securities issued in exchange for a
Global Debt Security pursuant to this Section shall be registered in such names
and in such authorized denominations for Debt Securities of that Series or any
integral multiple thereof, as the Security Registrar or Depository shall
instruct the Trustee or its agent. The Trustee or the Security Registrar shall
deliver at its Corporate Trust Office such certificates representing Debt
Securities to the Holders in whose names such Debt Securities are so registered.

                                 ARTICLE THREE.

                              THE DEBT SECURITIES.

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

                  The Debt Securities may be issued in one or more series. All
Debt Securities of each series issued under this Indenture shall in all respects
be equally and ratably entitled to the benefits hereof with respect to such
series without preference, priority or distinction on account of the actual time
or times of the authentication and delivery or maturity of the Debt Securities
of such series. There shall be established in or pursuant to a Board Resolution,
and set forth in an Officers' Certificate to the extent not established in a
Board Resolution, or established in one or more indentures supplemental hereto,
prior to the issuance of Debt Securities of any series:

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

                    (2) any limit upon the aggregate principal amount of the
                  Debt Securities of the series which may be authenticated and
                  delivered under this Indenture (except for Debt Securities
                  authenticated and delivered upon registration of transfer of,
                  or in exchange for, or in lieu of, other Debt Securities of
                  that series pursuant to this Article Three, the second
                  paragraph of Section 4.03, or Section 11.04);

                    (3) the date or dates (or the manner of calculation thereof)
                  on which the principal of the Debt Securities of the series is
                  payable;

                    (4) the rate or rates (or the manner of calculation thereof)
                  at which the Debt Securities of the series shall bear
                  interest, if any, the date or dates from which such interest
                  shall accrue, the Interest Payment Dates on

                                       13
<PAGE>

                  which such interest shall be payable and the Regular Record
                  Date for the Interest payable on any Interest Payment Date;

                    (5) the Place of Payment;

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

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

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

                    (9) the application, if any, of Section 13.02;

                    (10) if other than Dollars, the currencies in which payments
                  of interest or principal of (and premium, if any, with respect
                  to) the Debt Securities of the series are to be made;

                    (11) if the interest on or principal of (or premium, if any,
                  with respect to) the Debt Securities of the series are to be
                  payable, at the election of the Company or a Holder thereof or
                  otherwise, in a currency other than that in which such Debt
                  Securities are payable, the period or periods within which,
                  and the other terms and conditions upon which, such election
                  may be made, and the time and manner of determining the
                  exchange rate between the currency in such Debt Securities are
                  denominated or stated to be payable and the currency in which
                  such Debt Securities or any of them are to be so payable;

                    (12) whether the amount of payments of interest on or
                  principal of (or premium, if any, with respect to) the Debt
                  Securities of such series may be determined with reference to
                  an index, formula or other method (which index, formula or
                  method or method may be based, without limitation, on one or
                  more currencies, commodities, equity indices or other
                  indices), and, if so, the terms and conditions upon which and
                  the manner in which such amounts shall be determined and paid
                  or payable;

                                       14
<PAGE>
                    (13) the extent to which any Debt Securities will be
                  issuable in permanent global form, the manner in which any
                  payments on a permanent global Debt Security will be made, and
                  the appointment of any Depository relating thereto;

                    (14) any deletions from, modifications of or additions to
                  the Events of Default or covenants with respect to the Debt
                  Securities of such series, whether or not such Events of
                  Default or covenants are consistent with the Events of Default
                  or covenants set forth herein;

                    (15) if any of the Debt Securities of such series are to be
                  issuable upon the exercise of warrants, this shall be so
                  established as well as the time, manner and place for such
                  Debt Securities to be authenticated and delivered;

                    (16) any other terms of the series (which terms shall not be
                  inconsistent with the provisions of this Indenture).

                  All Debt Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

                  SECTION 3.02. Denominations. The Debt Securities of each
series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated in Section 3.01. In the
absence of any specification with respect to the Debt Securities of any series,
the Debt Securities of such series shall be issuable in denominations of $1,000
and any integral multiple thereof, which may be in Dollars or any Foreign
Currency.

                  SECTION 3.03. Payment of Principal and Interest. The principal
of, premium, if any, and interest on the Debt Securities shall be payable at the
office or agency of the Company designated for that purpose in the Place of
Payment, as provided in Section 5.02; provided, however, that interest may be
payable at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Debt Security
Register on the record date for such interest payment.

                  SECTION 3.04. Execution of Debt Securities. The Debt
Securities shall be executed manually or by facsimile in the name and on behalf
of the Company by its Chairman of the Board of Directors, its President, one of
its Vice Presidents or its Treasurer and by its Secretary or one of its
Assistant Secretaries under its corporate seal (which may be printed, engraved
or otherwise reproduced thereon, by facsimile or otherwise). Only such Debt
Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, manually executed by the Trustee, shall be
entitled to the benefits of this Indenture or be valid or become obligatory for
any purpose. Such certificate by the Trustee upon any Debt Security executed by
the Company shall be conclusive evidence that the Debt Security

                                       15
<PAGE>

so authenticated has been duly authenticated and delivered hereunder and that
the Holder is entitled to the benefits of this Indenture.

                  In case any officer of the Company who shall have executed any
of the Debt Securities shall cease to be such officer before the Debt Securities
so executed shall have been authenticated and delivered by the Trustee, or
disposed of by the Company, such Debt Securities nevertheless shall be valid and
binding and may be authenticated and delivered or disposed of as though the
Person who executed such Debt Securities had not ceased to be such officer of
the Company; and any Debt Securities may be executed on behalf of the Company by
such Persons as, at the actual date of the execution of such Debt Security,
shall be the proper officers of the Company, although at the date of such Debt
Security or of the execution of this Indenture any such Person was not such an
officer.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series, properly created in accordance with Section 3.01 and executed by the
Company, to the Trustee for authentication; and the Trustee shall authenticate
and deliver such Debt Securities upon Company Order. In the event that any other
Person performs the Trustee's duties as Authenticating Agent pursuant to a duly
executed agreement, the Company shall notify the Trustee in writing of the
issuance of any Debt Securities hereunder, such notice to be delivered in
accordance with the provisions of Section 15.03 on the date such Debt Securities
are delivered by the Company for authentication to such other Person.

                  Prior to any such authentication and delivery, the Trustee
shall be entitled to receive, and shall be fully protected in relying upon, in
addition to the Opinion of Counsel to be furnished to the Trustee pursuant to
Section 15.05 and the Officers' Certificate relating to the issuance of any
series of Debt Securities pursuant to Sections 15.05 and 3.01, Opinions of
Counsel stating that:

                    (1) all instruments furnished to the Trustee conform to the
                  requirements of this Indenture and constitute sufficient
                  authority hereunder for the Trustee to authenticate and
                  deliver such Debt Securities;

                    (2) all laws and requirements with respect to the form and
                  execution by the Company of the supplemental indenture, if
                  any, have been complied with, the execution and delivery of
                  the supplemental indenture, if any, will not violate the terms
                  of this Indenture, the supplemental indenture has been duly
                  qualified under the Trust Indenture Act of 1939, the Company
                  has corporate power to execute and deliver any such
                  supplemental indenture and has taken all necessary corporate
                  action for those purposes and any such supplemental indenture
                  has been executed and delivered and constitutes the legal,
                  valid and binding obligation of the Company enforceable in
                  accordance with its terms (subject, as to enforcement of
                  remedies, to applicable bankruptcy, reorganization,
                  insolvency,

                                       16
<PAGE>

                  moratorium or other laws affecting creditors' rights generally
                  from time to time in effect);

                    (3) the form and terms of such Debt Securities have been
                  established in conformity with the provisions of this
                  Indenture;

                    (4) all laws and requirements with respect to the execution
                  and delivery by the Company of such Debt Securities have been
                  complied with, the authentication and delivery of the Debt
                  Securities by the Trustee will not violate the terms of this
                  Indenture, the Company has the corporate power to issue such
                  Debt Securities and such Debt Securities, assuming due
                  authentication and delivery by the Trustee, constitute legal,
                  valid and binding obligations of the Company in accordance
                  with their terms and are entitled to the benefits of this
                  Indenture, equally and ratably with all other Outstanding Debt
                  Securities, if any, of such series; and

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

                  The Trustee shall not be required to authenticate such Debt
Securities if the issue thereof will adversely affect the Trustee's own rights,
duties or immunities under the Debt Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee or such action
would expose the Trustee to personal liability to existing Holders.

                  Unless otherwise provided in the form of Debt Security for any
series, all Debt Securities shall be dated the date of their authentication.

                  No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Debt Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered
hereunder.

                  SECTION 3.05. Temporary Debt Securities. Pending the
preparation of definitive Debt Securities of any series, the Company may
execute, and upon receipt of the documents required by Sections 2.02, 3.01 and
3.04, together with a Company Order, the Trustee shall authenticate and deliver,
such temporary Debt Securities which may be printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denominations,
substantially of the tenor of such definitive Debt Securities in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such temporary Debt Securities
may determine, as evidenced by their execution of such temporary Debt
Securities.

                  If temporary Debt Securities of any series are issued, the
Company will cause definitive Debt Securities of such series to be prepared
without unreasonable delay. After the preparation of definitive Debt Securities
of any series, the temporary Debt Securities of such

                                       17
<PAGE>

series shall be exchangeable for definitive Debt Securities of such series, upon
surrender of the temporary Debt Securities of such series at any office or
agency maintained by the Company for such purposes as provided in Section 5.02,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefore a like principal
amount of definitive Debt Securities of such series having the same interest
rate and Stated Maturity and bearing interest from the same date of any
authorized denominations. Until so exchanged the temporary Debt Securities of
such series shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series.

                  SECTION 3.06. Exchange and Registration of Transfer of Debt
Securities. Debt Securities may be exchanged for a like aggregate principal
amount of Debt Securities of such series that are of other authorized
denominations. Debt Securities to be exchanged shall be surrendered at any
office or agency to be maintained for such purpose by the Company, as provided
in Section 5.02, and the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefore the Debt Security or Debt
Securities of authorized denominations which the Debt Securityholder making the
exchange shall be entitled to receive. Each agent of the Company appointed
pursuant to Section 5.02 as a person authorized to register and register
transfer of Debt Securities is sometimes herein referred to as a "Debt Security
registrar."

                  The Company shall keep, at each such office or agency of the
Company maintained for such purpose, as provided in Section 5.02, a register for
each series of Debt Securities hereunder (the registers of all Debt Security
registrars being herein sometimes collectively referred to as the "Debt Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Debt Securities and shall
register the transfer of Debt Securities as in this Article Three provided. At
all reasonable times, such Debt Security Register shall be open for inspection
by the Trustee and any Debt Security registrar other than the Trustee. Upon due
presentment for registration of transfer of any Debt Security at any such office
or agency, the Company shall execute and register and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new Debt
Security or Debt Securities of authorized denominations for an equal aggregate
principal amount. Registration or registration of transfer of any Debt Security
by any Debt Security registrar in the registry books maintained by such Debt
Security registrar, and delivery of such Debt Security, duly authenticated,
shall be deemed to complete the registration or registration of transfer of such
Debt Security.

                  The Company will at all times designate one Person (who may be
the Company and who need not be a Debt Security registrar) to act as repository
of a master list of names and addresses of Holders of the Debt Securities. The
Trustee shall act as such repository unless and until some other Person is, by
written notice from the Company to the Trustee and each Debt Security registrar,
designated by the Company to act as such. The Company shall cause each Debt
Security registrar to furnish to such repository, on a current basis, such
information as such repository may reasonably request as to registrations,
transfers, exchanges

                                       18
<PAGE>

and other transactions effected by such registrar, as may be necessary or
advisable to enable such repository to maintain such master list on as current a
basis as is reasonably practicable.

                  No Person shall at any time be appointed as or act as a Debt
Security registrar unless such Person is at such time empowered under applicable
law to act as such and duly registered to act as such under and to the extent
required by applicable law and regulations.

                  All Debt Securities presented to a Debt Security registrar for
registration of transfer shall be duly endorsed by, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company and such Debt Security registrar duly executed by the registered Holder
or his attorney duly authorized in writing.

                  No service charge shall be made for any exchange or
registration of transfer of Debt 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 therewith.

                  The Company shall not be required to issue, exchange or
register a transfer of (a) any Debt Securities of any series for a period of 15
days next preceding the mailing of a notice of redemption of Debt Securities of
such series and ending at the close of business on the day of the mailing of a
notice of redemption of Debt Securities of such series so selected for
redemption, or (b) any Debt Securities selected, called or being called for
redemption except, in the case of any Debt Security to be redeemed in part, the
portion thereof not so to be redeemed.

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

                  None of the Trustee, any agent of the Trustee, any Paying
Agent or the Company 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 Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

                  SECTION 3.07. Mutilated, Destroyed, Lost or Stolen Debt
Securities. In case any temporary or definitive Debt Security shall become
mutilated or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon its request the Trustee shall authenticate and deliver, a new
Debt Security, bearing a number, letter or other distinguishing mark not
contemporaneously Outstanding, in exchange and substitution for the mutilated
Debt Security, or in lieu of and in substitution for the Debt Security so
destroyed, lost or stolen. In every case the applicant for a substituted Debt
Security shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft, of such Debt Security and of the ownership thereof.

                                       19
<PAGE>

                  In the absence of notice to the Trustee or the Company that
such Debt Security has been acquired by a bona fide purchaser, the Trustee shall
authenticate any such substituted Debt Security and deliver the same upon any
Company Request. Upon the issuance of any substituted Debt Security, 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 connected therewith. In case any Debt Security which has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substituted Debt Security, pay or authorize
the payment of the same (without surrender thereof except in the case of a
mutilated Debt Security) if the applicant for such payment shall furnish to the
Company and to the Trustee such security or indemnity as may be required by them
to save each of them harmless and, in case of destruction, loss or theft,
evidence satisfactory to the Company and to the Trustee of the destruction, loss
or theft of such Debt Security and of the ownership thereof.

                  Every substituted Debt Security issued pursuant to the
provisions of this Section 3.07 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Debt Security shall
be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt Securities
duly issued hereunder. All Debt Securities shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Debt
Securities and shall preclude (to the extent permitted by law) any and all other
rights or remedies with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

                  SECTION 3.08. Payment of Interest; Interest Rights Preserved.
Interest which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date, on any Debt Security, shall unless otherwise provided in
such Debt Security be paid to the Person in whose name the Debt Security (or one
or more Predecessor Debt Securities) is registered at the close of business on
the Regular Record Date for such interest.

                  Unless otherwise stated in the form of Debt Security of a
series, interest on the Debt Securities of any series shall be computed on the
basis of a 360 day year comprised of twelve 30 day months.

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

                    (1) The Company may elect to make payment of any Defaulted
                  Interest to the Persons in whose names any such Debt
                  Securities (or their respective Predecessor Debt Securities)
                  are registered at the close of

                                       20
<PAGE>

                  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 Debt
                  Security and the date of the proposed payment, and at the same
                  time the Company shall deposit with the Trustee an amount of
                  money equal to the aggregate amount proposed to be paid in
                  respect of such Defaulted Interest or shall make arrangements
                  satisfactory to the Trustee for such deposit prior to the date
                  of the proposed payment, such money when deposited to be held
                  in trust for the benefit of the Persons entitled to such
                  Defaulted Interest as in this clause provided. Thereupon the
                  Trustee shall fix a Special Record Date for the payment of
                  such Defaulted Interest which shall be not more than 15 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 therefore to be mailed,
                  first-class postage prepaid, to each Holder of such Debt
                  Securities, at his address as it appears in the Debt Security
                  Register, not less than 10 days prior to such Special Record
                  Date. Notice of the proposed payment of such Defaulted
                  Interest and the Special Record Date therefore having been
                  mailed as aforesaid, such Defaulted Interest shall be paid to
                  the Persons in whose names such Debt Securities (or their
                  respective Predecessor Debt Securities) are registered on such
                  Special Record Date and shall no longer be payable pursuant to
                  the following Clause (2).

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

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

                  SECTION 3.09. Persons Deemed Owners. The Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
any Debt Security is registered as the owner of such Debt Security for the
purpose of receiving payment of principal of, premium, if any, and (subject to
Section 3.08) interest on, such Debt Security and

                                       21
<PAGE>

for all other purposes whatsoever whether or not such Debt Security be overdue,
and neither the Company, the Trustee, nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.

                  SECTION 3.10. Cancellation of Debt Securities Paid, etc. All
Debt Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer or delivered in satisfaction in whole or in part of any
sinking fund obligation shall, if surrendered to the Company or any agent of the
Trustee or the Company under this Indenture, be delivered to the Trustee and
promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly
cancelled by it, and no Debt Securities shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of cancelled Debt Securities in accordance with a Company Order.

                  SECTION 3.11. Currency and Manner of Payments. (a) With
respect to Debt Securities denominated in Dollars or a Foreign Currency, the
following payment provisions shall apply:

                    (1) Except as provided in subparagraph (a)(2) or in
                  paragraph (c) of this Section 3.11, payment of principal of
                  and premium, if any, on any Debt Securities will be made at
                  the offices established pursuant to Section 5.02 by delivery
                  of a check in the currency in which the Debt Security is
                  denominated on the payment date against surrender of such Debt
                  Security, and any interest on any Debt Security will be paid
                  at such office by mailing a check in the currency in which the
                  Debt Securities were issued to the Person entitled thereto at
                  the address of such Person appearing on the Debt Security
                  Register.

                    (2) Payment of the principal of and premiums, if any, and
                  interest on such Debt Security may also, subject to applicable
                  laws and regulations, be made at such other place or places as
                  may be designated by the Company by any appropriate method.

                  (b) Not later than the fourth Business Day after the Record
Date for such Interest Payment Date, the Paying Agent will deliver to the
Company a written notice specifying, in the currency in which each series of the
Debt Securities are denominated, the respective aggregate amounts of principal
of and premium, if any, and interest on the Debt Securities to be made on such
payment date, specifying the amounts so payable in respect of the Debt
Securities. The failure of the Paying Agent to deliver such notice shall not
relieve the Company from its obligation to make all payments with respect to any
Debt Security when due.

                  (c) If the Foreign Currency in which any of the Debt
Securities are denominated ceases to be used both by the government of the
country which issued such currency and for the settlement of transactions by
public institutions of or within the international banking community, then with
respect to each date for the payment of Foreign Currency occurring after the
last date on which the Foreign Currency was so used (the "Conversion Date"),

                                       22
<PAGE>

the Dollar shall be the currency of payment for use on each such Interest
Payment Date. The Dollar amount to be paid by the Company to the Trustee and by
the Trustee or any paying agent to the Holder of such Debt Securities with
respect to such payment date shall be the Dollar Equivalent of the Foreign
Currency as determined by the Currency Determination Agent as of the Record Date
(the "Valuation Date") in the manner provided in paragraph (d).

                  (d) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Currency Determination Agent as of each Valuation Date and
shall be obtained by converting the specified Foreign Currency into Dollars at
the Market Exchange Rate on the Valuation Date.

                  (e) The "Market Exchange Rate" shall mean, for any currency,
the highest firm bid quotation for U.S. dollars received by the Currency
Determination Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date (or, if no such rate
is quoted on such date, the last date on which such rate was quoted), from three
recognized foreign exchange dealers in the City of New York selected by the
Currency Determination Agent and approved by the Company (one of which may be
the Currency Determination) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of such currency
payable on such payment in respect of all Notes denominated in such currency.

                  All decisions and determinations of the Currency Determination
Agent regarding the Dollar Equivalent of the Foreign Currency and the Market
Exchange Rate 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 and all Holders of the Debt Securities. In the event that the Foreign
Currency ceases to be used both by the government of the country which issued
such currency and for the settlement of transactions by public institutions of
or within the international banking community, the Company, after learning
thereof, will immediately give notice thereof to the Trustee (and the Trustee
will promptly thereafter give notice in the manner provided in Section 15.03 to
the Holders) specifying the Conversion Date.

                  The Trustee shall be fully justified and protected in relying
on and acting upon the information so received by it from the Company or the
Currency Determination Agent and shall not otherwise have any duty or obligation
to determine such information independently.

                  If the principal of (and premium, if any) and interest on any
Debt Securities is payable in a Foreign Currency and such Foreign Currency is
not available for payment due to the imposition of exchange controls or other
circumstances beyond the control of the Company, then the Company shall be
entitled to satisfy its obligations to Holders under this Indenture by making
such payment in Dollars on the basis of the Market Exchange Rate for such
Foreign Currency on the latest date for which such rate was established on or
before the date on which payment is due. Any payment made pursuant to this
Section 3.11 in Dollars where the required payment is in a Foreign Currency
shall not constitute a default under this Indenture.

                                       23
<PAGE>

                                  ARTICLE FOUR.

                  REDEMPTION OF DEBT SECURITIES; SINKING FUNDS.

                  SECTION 4.01. Applicability of Article. The Company may
reserve the right to redeem and pay before Stated Maturity all or any part of
the Debt Securities of any series, either by optional redemption, sinking fund
(mandatory or optional) or otherwise, by provision therefor in the form of Debt
Security for such series on such terms as are specified in such form or the
Board Resolution or Officers' Certificate delivered pursuant to Section 3.01 or
the indenture supplemental hereto as provided in Section 3.01 with respect to
Debt Securities of such series. Redemption of Debt Securities of any series
shall be made in accordance with the terms of such Debt Securities and, to the
extent that this Article does not conflict with such terms, in accordance with
this Article.

                  SECTION 4.02. Notice of Redemption; Selection of Debt
Securities. In case the Company shall desire to exercise the right to redeem
all, or, as the case may be, any part of a series of Debt Securities pursuant to
Section 4.01, the Company shall fix a date for redemption and the Company, or,
at the Company's request, the Trustee in the name of and at the expense of the
Company, shall mail a notice of such redemption at least 30 and not more than 60
days prior to the date fixed for redemption to the Holders of Debt Securities so
to be redeemed as a whole or in part at their last addresses as the same appear
on the Debt Securities Register. Such mailing shall be by first class mail. The
notice if mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any
case, failure to give such notice by mail or any defect in the notice to the
Holder of any Debt Security designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Debt Security.

                  Notice of redemption shall be given in the name of the Company
and shall specify the date fixed for redemption, the redemption price at which
Debt Securities of any series are to be redeemed, the place of payment (which
shall be at the offices or agencies to be maintained by the Company pursuant to
Section 5.02), that payment of the redemption price will be made upon
presentation and surrender of such Debt Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice,that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue, and the Section of this Indenture pursuant to which Debt
Securities will be redeemed. In case less than all Debt Securities of any series
are to be redeemed, the notice of redemption shall also identify the particular
Debt Securities to be redeemed as a whole or in part and shall state that the
redemption is for the sinking fund, if such is the case. In case any Debt
Security is to be redeemed in part only, the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that
on and after the date fixed for redemption, upon surrender of such Debt
Security, a new Debt Security or Debt Securities of such series in aggregate
principal amount equal to the unredeemed portion thereof will be issued without
charge to the Holder.

                  If less than all the Debt Securities of any series are to be
redeemed, the Company shall give the Trustee notice, at least 45 days (or such
shorter period acceptable to the

                                       24
<PAGE>

Trustee) in advance of the date fixed for redemption, as to the aggregate
principal amount of Debt Securities to be redeemed. Debt Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Debt Securities of such Series or any multiple thereof. Thereupon the Trustee
shall select, in such manner as in its sole discretion it shall deem appropriate
and fair, the Debt Securities or portions thereof to be redeemed, and shall as
promptly as practicable notify the Company of the Debt Securities or portions
thereof so selected. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Debt Securities
of any series shall relate, in the case of any Debt Security redeemed or to be
redeemed only in part, to the portion of the principal amount of such Debt
Security which has been or is to be redeemed.

                  On or prior to the date fixed for redemption specified in the
notice of redemption given as provided in this Section 4.02, the Company will
deposit with the Trustee or with the paying agent an amount of money in the
currency in which the Debt Securities of such series are payable sufficient to
redeem on the date fixed for redemption all the Debt Securities so called for
redemption at the appropriate redemption price, together with accrued interest
to the date fixed for redemption.

                  The Trustee shall not mail any notice of redemption of any
series of Debt Securities during the continuation of any default in payment of
interest on any series of Debt Securities when due or of any Event of Default,
except that where notice of redemption with respect to any series of Debt
Securities shall have been mailed prior to the occurrence of such default or
Event of Default, the Trustee shall redeem such Debt Securities provided funds
are deposited with it for such purpose.

                  SECTION 4.03. Payment of Debt Securities Called for
Redemption. If notice of redemption has been given as herein provided, the Debt
Securities or portions of Debt Securities with respect to which such notice has
been given shall become due and payable on the date and at the place stated in
such notice at the applicable redemption price, together with interest accrued
to the date fixed for redemption, and on and after said date (unless the Company
shall default in the payment of such Debt Securities or portions thereof at the
redemption price, together with interest accrued to said date) interest on the
Debt Securities or portions of Debt Securities so called for redemption shall
cease to accrue, and such Debt Securities and portions of Debt Securities shall
be deemed not to be Outstanding hereunder and shall not be entitled to any
benefit under this Indenture except to receive payment of the redemption price,
together with accrued interest to the date fixed for redemption. On presentation
and surrender of such Debt Securities at the place of payment in said notice
specified, the said Debt Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable redemption price, together
with interest accrued thereon to the date fixed for redemption; provided,
however, that any installments of interest becoming due on the date fixed for
redemption shall be payable to the Holders of such Debt Securities, or one or
more previous Debt Securities evidencing all or a portion of the same debt as
that evidenced by such particular Debt Securities, registered as such on the
relevant record dates according to their terms and the provisions of Section
3.08.

                                       25
<PAGE>

                  Upon presentation and surrender of any Debt Security redeemed
in part only, with, if the Company or the Trustee so required, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Debt
Security or Debt Securities of the same series having the same interest rate and
Stated Maturity and bearing interest from the same date, of any authorized
denominations as requested by such Holder, in aggregate principal amount equal
to the unredeemed portion of the Debt Security so presented and surrendered.

                  SECTION 4.04. Exclusion of Certain Securities from Eligibility
for Selection for Redemption. Debt Securities shall be excluded from eligibility
for selection for redemption if they are identified by registration and
certificate number in a written statement signed by a Responsible Officer of the
Company and delivered to the Trustee at least 45 days prior to the last date on
which notice of redemption may be given as being owned of record and
beneficially by, and not pledged or hypothecated by, either (a) the Company or
(b) an entity specifically identified in such written statement directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company.

                  SECTION 4.05. Provisions with Respect to any Sinking Funds.
Unless the form or terms of any series of Debt Securities shall provide
otherwise, in lieu of making all or any part of any mandatory sinking fund
payment with respect to such series of Debt Securities in cash, the Company may
at its option (1) deliver to the Trustee for cancellation any Debt Securities of
such series theretofore acquired by the Company, or (2) receive credit for any
Debt Securities of such series (not previously so credited) acquired by the
Company and theretofore delivered to the Trustee for cancellation, then Debt
Securities so delivered or credited shall be credited at the applicable sinking
fund Redemption Price with respect to the Debt Securities of such series.

                  On or before the 45th day next preceding each sinking fund
Redemption Date, the Company will deliver to the Trustee a certificate signed by
the Chief Financial Officer, any Vice President, the Treasurer or any Assistant
Treasurer of the Company specifying (i) the portion of the mandatory sinking
fund payment to be satisfied by deposit of cash in the currency in which the
Debt Securities of such series are payable, by delivery of Debt Securities
theretofore purchased or otherwise acquired by the Company (which Debt
Securities shall accompany such certificate) and by credit for Debt Securities
acquired by the Company and theretofore delivered to the Trustee for
cancellation redeemed by the Company and stating that the credit to be applied
has not theretofore been so applied and (ii) whether the Company intends to
exercise its right, if any, to make an optional sinking fund payment, and, if
so, the amount thereof. Such certificate shall also state that no Event of
Default has occurred and is continuing. Such certificate shall be irrevocable
and upon its delivery the Company shall be obligated to make the payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. In case of the failure of the Company on or before the 45th
day next preceding each sinking fund Redemption Date to deliver such certificate
(or to deliver the Debt Securities specified in this

                                       26
<PAGE>

paragraph), the sinking fund payment due on the next succeeding sinking fund
payment date shall be paid entirely in cash (in the currency described above)
and shall be sufficient to redeem the principal amount of Debt Securities as a
mandatory sinking fund payment, without the option to deliver or credit Debt
Securities as provided in the first paragraph of this Section 4.04 and without
the right to make an optional sinking fund payment as provided herein.

                  If the sinking fund payment or payments (mandatory or
optional) with respect to any series of Debt Securities made in cash (in the
currency described above) shall exceed the minimum authorized denomination set
forth in an Officers' Certificate pursuant to Section 3.01 or the equivalent in
the currency in which the Debt Securities of such series are payable (or a
lesser sum if the Company shall so request), unless otherwise provided by the
terms of such series of Debt Securities, said cash shall be applied by the
Trustee on the sinking fund Redemption Date with respect to Debt Securities of
such series at the applicable sinking fund Redemption Price with respect to Debt
Securities of such series, together with accrued interest, if any, to the date
fixed for redemption, with the effect provided in Section 4.03. The Trustee
shall select, in the manner provided in Section 4.02, for redemption on such
sinking fund Redemption Date a sufficient principal amount of Debt Securities of
such series to utilize said cash and shall thereupon cause notice of redemption
of the Debt Securities of such series for the sinking fund to be given in the
manner provided in Section 4.02 (and with the effect provided in Section 4.03)
for the redemption of Debt Securities in part at the option of the Company. Debt
Securities of any series which are identified by registration and certificate
number in an Officer's Certificate at least 45 days prior to the sinking fund
Redemption Date as being beneficially owned by, and not pledged or hypothecated
by, the Company or an entity directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company shall be excluded
from Debt Securities of such series eligible for selection for redemption. Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities of such series shall be added to the next cash sinking fund
payment with respect to Debt Securities of such series received by the Trustee
and, together with such payment, shall be applied in accordance with the
provisions of this Section 4.05. Any and all sinking fund moneys with respect to
Debt Securities of any series held by the Trustee at the maturity of Debt
Securities of such series, and not held for the payment or redemption of
particular Debt Securities of such series, shall be applied by the Trustee,
together with other moneys, if necessary, to be deposited sufficient for the
purpose, to the payment of the principal of the Debt Securities of such series
at maturity.

                  The Trustee shall not convert any currency in which the Debt
Securities of such series are payable for the purposes of such sinking fund
application unless a Company Request is made, and any such conversion agreed to
by the Trustee in response to such request shall be for the account and at the
expense of the Company and shall not affect the Company's obligation to pay the
Holders in the currency to which such Holder is entitled.

                  On or before each sinking fund Redemption Date provided with
respect to Debt Securities of any series, the Company shall pay to the Trustee
in cash in the currency described above a sum equal to all accrued interest, if
any, to the date fixed for redemption on

                                       27
<PAGE>

Debt Securities to be redeemed on such sinking fund Redemption Date pursuant to
this Section 4.05.

                                  ARTICLE FIVE.

                      PARTICULAR COVENANTS OF THE COMPANY.

                  SECTION 5.01. Payment of Principal, Premium and Interest. The
Company will duly and punctually pay or cause to be paid (in the currency in
which the Debt Securities of such series are payable) the principal of and
premium, if any, and interest on each of the Debt Securities at the place
(subject to Section 3.03), at the respective times and in the manner provided in
each series of Debt Securities and in this Indenture.

                  SECTION 5.02. Offices for Notices and Payments, etc. (a) So
long as the Debt Securities of any series remain Outstanding, the Company will
maintain at the Place of Payment, an office or agency where the Debt Securities
may be presented for payment, an office or agency where the Debt Securities may
be presented for registration of transfer and for exchange as in this Indenture
provided, and an office or agency where notices and demands to or upon the
Company in respect of the Debt Securities or of this Indenture may be served and
shall give the Trustee written notice thereof and any changes in the location
thereof. In case the Company shall at any time fail to maintain any such office
or agency, or shall fail to give notice to the Trustee of any change in the
location thereof, presentation and demand may be made and notice may be served
in respect of the Debt Securities or of this Indenture at said office of the
Trustee.

                  (b) In addition to the office or agency maintained by the
Company pursuant to Section 5.02(a), the Company may from time to time designate
one or more other offices or agencies where the Debt Securities may be presented
for payment and presented for registration of transfer and for exchange in the
manner provided in this Indenture, and the Company may from time to time rescind
such designations, as the Company may deem desirable or expedient; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain such office and agency at the Place of
Payment, for the purposes abovementioned. The Company will give to the Trustee
prompt written notice of (i) any such designation or rescission thereof, and
(ii) the location of any such office or agency outside the Place of Payment and
of any change of location thereof.

                  SECTION 5.03. Appointments to Fill Vacancies in Trustee's
Office. The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

                  SECTION 5.04. Provisions as to Paying Agent. (a) (1) Whenever
the Company shall have one or more Paying Agents for any series of Debt
Securities other than the Trustee, it will, on or before each due date of the
principal of (and premium, if any) or interest on

                                       28
<PAGE>

any Debt Securities of such series, deposit with a Paying Agent a sum sufficient
to pay such amount becoming due, such sum to be held as provided by the Trust
Indenture Act of 1939, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

                  (2) The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will: (i) comply with the provisions of the Trust
Indenture Act of 1939 applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon any series
of Debt Securities) in the making of any payment in respect of the Debt
Securities of such series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent as such.

                  (b) If the Company shall act as its own paying agent, it will,
on or prior to each due date of the principal of and premium, if any, or
interest on Debt Securities of any series, set aside, segregate and hold in
trust for the benefit of the Holders of such Debt Securities a sum sufficient to
pay such principal and premium, if any, or interest so becoming due and will
notify the Trustee of any failure to take such action and of any failure by the
Company (or by any other obligor on such series of Debt Securities) to make any
payment of the principal of and premium, if any, or interest on the Debt
Securities when the same shall become due and payable.

                  (c) Anything in this Section 5.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture with respect to any or all series
of Debt Securities then Outstanding, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust by the Company, or any paying agent
hereunder, as required by this Section 5.04, such sums to be held by the Trustee
upon the trusts herein contained.

                  (d) Anything in this Section 5.04 to the contrary
notwithstanding, the agreement to hold sums in trust provided in this Section
5.04 is subject to Section 13.04.

                  SECTION 5.05. Certificate to Trustee. So long as the Debt
Securities of any series remain Outstanding, the Company will deliver to the
Trustee on or before 120 days after the end of each fiscal year an Officers'
Certificate stating that in the course of the performance by the signers of
their duties as officers of the Company, they would normally have knowledge of
any default by the Company in the performance or fulfillment or observance of
any covenants or agreements contained herein during the preceding fiscal year,
stating whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the nature
thereof. The Officers' Certificate need not comply with Section 15.05.

                  SECTION 5.06. Waivers of Covenants. Anything in this Indenture
to the contrary notwithstanding, the Company may fail or omit, in respect of any
series of Debt

                                       29
<PAGE>

Securities, and in any particular instance, to comply with a covenant, agreement
or condition contained in Sections 5.02 and 5.04 (other than in 5.04(a)(1) and
(2)) to 5.05, inclusive, if the Company shall have obtained and filed with the
Trustee before or after the time for such compliance the consent in writing of
the Holders of more than 50% in aggregate principal amount of the Debt
Securities of the series affected by such waiver at the time Outstanding, either
waiving such compliance in such instance or generally waiving compliance with
such covenant or condition, but no such waiver shall extend to or affect any
obligation not expressly waived nor impair any right consequent thereon and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.

                                  ARTICLE SIX.

                    HOLDERS' LISTS AND REPORTS BY THE COMPANY
                                AND THE TRUSTEE.

                  SECTION 6.01. Holders' Lists. The Company covenants and agrees
that it will furnish or cause to be furnished to the Trustee, not more than 15
days after each Regular Record Date with respect to the Debt Securities of any
series, and at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request, a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders of
Debt Securities of such series as of a date not more than 15 days prior to the
time such information is furnished; provided, however, that no such list with
respect to any particular series of Debt Securities need be furnished at any
such time if the Trustee is in possession thereof by reason of its acting as the
Debt Security registrar for such series designated under Section 3.06 or
otherwise.

                  SECTION 6.02. Preservation and Disclosure of Lists. (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of Debt Securities
contained in the most recent list furnished to it as provided in Section 6.01 or
received by the Trustee in the capacity of the Debt Security registrar (if so
acting) under Section 3.06. The Trustee may destroy any list furnished to it as
provided in Section 6.01 upon receipt of a new list so furnished.

                  (b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Debt Securities
of any series or of all Debt Securities, and the corresponding rights and duties
of the Trustee, shall be as provided by the Trust Indenture Act of 1939.

                  (c) Every Holder of Debt Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act of 1939.

                                       30
<PAGE>

                  SECTION 6.03. Reports by the Company. The Company agrees to
file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act of 1939 at the times and in the
manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

                  SECTION 6.04. Reports by the Trustee. (a) The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act of 1939 at
the times and in the manner provided pursuant thereto. The interval between
transmissions of reports to be transmitted at intervals shall be twelve months
or such shorter time required by the Trust Indenture Act of 1939. If the Trust
Indenture Act of 1939 does not specify the date on which a report is due, the
such report shall be due on May 15 of each year following the first issuance of
Debt Securities.

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

                                 ARTICLE SEVEN.

                       REMEDIES OF THE TRUSTEE AND HOLDERS
                              ON EVENT OF DEFAULT.

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

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

                    (b) default in the payment of the principal of and premium,
                  if any, on any Debt Security of such series as and when the
                  same shall become due and payable either at maturity, upon
                  redemption, by declaration of acceleration or otherwise; or

                                       31
<PAGE>

                    (c) default in the payment or satisfaction of any sinking
                  fund payment or analogous obligation, if any, with respect to
                  the Debt Securities of such series as and when the same shall
                  become due and payable by the terms of the Debt Securities of
                  such series; or

                    (d) failure on the part of the Company duly to observe or
                  perform any of the covenants, warrants or agreements on the
                  part of the Company in respect of the Debt Securities of such
                  series in this Indenture (other than a covenant, warranty or
                  agreement a default in whose performance or whose breach is
                  elsewhere in this Section specifically dealt with) continued
                  for a period of 75 days after the date on which written notice
                  of such failure, specifying such failure and requiring the
                  same to be remedied, shall have been given to the Company by
                  the Trustee, by registered mail, or to the Company and the
                  Trustee by the Holders of at least 25% in aggregate principal
                  amount of the Outstanding Debt Securities of such series; or

                    (e) an event of default with respect to any other series of
                  Debt Securities issued or hereafter issued pursuant to this
                  Indenture or if default shall be made (and shall not have been
                  cured or waived) in the payment of principal of or interest on
                  any other obligation for borrowed money of the Company beyond
                  any period of grace with respect thereto if (i) the aggregate
                  principal amount (or, in the case of Original Issue Discount
                  Debt Securities, such portion of the principal amount as may
                  be specified in the terms of such indebtedness as due and
                  payable upon acceleration) of any such obligation in respect
                  of which principal or interest is and remains in default is in
                  excess of $50,000,000 and (ii) the default in such payment is
                  not being contested by the Company in good faith and by
                  appropriate proceedings; provided, however, that subject to
                  the provisions of Section 7.08 and Section 8.01 the Trustee
                  shall not be charged with knowledge of any such default unless
                  written notice thereof shall have been given to the Trustee by
                  the Company, by the holders or an agent of the holders of any
                  such indebtedness, by the trustee then acting under any
                  indenture or other instrument under which such default shall
                  have occurred, or by the Holders of not less than 25% in
                  aggregate principal amount of such series of Debt Securities
                  at the time Outstanding; or

                    (f) a decree or order by a court having jurisdiction in the
                  premises shall have been entered adjudging the Company a
                  bankrupt or insolvent, or approving as properly filed a
                  petition seeking reorganization of the Company under the
                  Federal bankruptcy laws or any other similar applicable
                  Federal or state law, and such decree or order shall have
                  continued undischarged and unstayed for a period of 60 days;
                  or a decree or order of a court having jurisdiction in the
                  premises for the appointment of a receiver or liquidator or
                  trustee or assignee or other similar official in

                                       32
<PAGE>

                  bankruptcy or insolvency of the Company or of all or
                  substantially all of its property, or for the winding up or
                  liquidation of its affairs, shall have been entered, and such
                  decree or order shall have continued undischarged and unstayed
                  for a period of 60 days; or

                    (g) the Company shall institute proceedings to be
                  adjudicated a voluntary bankrupt, or shall consent to the
                  filing of a bankruptcy proceeding against it, or shall file a
                  petition or answer or consent seeking an arrangement or a
                  reorganization under the Federal bankruptcy laws or any other
                  similar applicable Federal or state law, or shall consent to
                  the filing of any such petition, or shall consent to the
                  appointment of a receiver or liquidator or trustee or assignee
                  or other similar official in bankruptcy or insolvency of it or
                  of all or substantially all of its property, or shall make an
                  assignment for the benefit of creditors, or shall admit in
                  writing its inability to pay its debts generally as they
                  become due; or

                    (h) any other Event of Default provided in the supplemental
                  indenture under which such series of Debt Securities is issued
                  or in the form of Debt Security for such series;

then and in each and every such case, so long as such Event of Default with
respect to any series of Debt Securities for which there are Debt Securities
Outstanding occurs and is continuing and shall not have been remedied or waived
to the extent permitted by the terms of this Indenture, unless the principal of
all of the Debt Securities of such series shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Debt Securities of such series, by notice in
writing to the Company (and to the Trustee if given by Holders), may declare the
principal (or, if the Debt Securities of that series are Original Issue Discount
Debt Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Debt Securities of such series and the interest
accrued thereon to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this
Indenture or in the Debt Securities of such series contained to the contrary
notwithstanding. This provision, however, is subject to the condition that if,
at any time after the principal of the Debt Securities of such series shall have
been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay in the currency in which the Debt Securities of such series
are payable all matured installments of interest upon all of the Debt Securities
and the principal of and premium, if any, on any and all Debt Securities of such
series which shall have become due otherwise than by such declaration (with
interest on overdue installments of interest to the extent that payment of such
interest is enforceable under applicable law and on such principal and premium,
if any, at the rate borne by the Debt Securities of such series or as otherwise
provided in the form of Debt Security for such series, to the date of such
payment or deposit) and the expenses of the Trustee (subject to Section 8.06),
and any and all defaults under this Indenture, other than the nonpayment of
principal of and accrued interest on

                                       33
<PAGE>

Debt Securities of such series which shall have become due by such declaration,
shall have been cured or shall have been waived in accordance with Section 7.07
or provision deemed by the Trustee to be adequate shall have been made therefor
- then and in every such case the Holders of at least a majority in aggregate
principal amount of the Debt Securities of such series then Outstanding, by
written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon.

                  In case the Trustee or any Holders shall have proceeded to
enforce any right under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission and annulment or for any
other reason or shall have been determined adversely to the Trustee, then and in
every such case the Company, the Trustee and the Holders shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the Holders shall continue
as though no such proceeding had been taken.

                  SECTION 7.02. Payment of Debt Securities Upon Default; Suit
Therefor. The Company covenants that (a) in case default shall be made in the
payment of any installment of interest upon any Debt Security of any series as
and when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in the
payment of the principal of and premium, if any, on any Debt Security of any
series as and when the same shall have become due and payable, whether at
maturity of the Debt Security or upon redemption or by declaration or otherwise
or (c) in case default shall be made in the making or satisfaction of any
sinking fund payment or analogous obligation with respect to the Debt Securities
of any series when the same becomes due by the terms of the Debt Securities of
any series -- then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the Holders (or Holders of Debt Securities of any
such series in the case of clause (c) above), the whole amount that then shall
have become due and payable on any such Debt Security (or Debt Securities of any
such series in the case of clause (3) above) for principal and premium, if any,
or interest, or both, as the case may be, with interest upon the overdue
principal and premium, if any, and (to the extent that payment of such interest
is enforceable under applicable law) upon the overdue installments of interest
at the rate borne by the Debt Securities of such series or as otherwise provided
in the form of Debt Security of such series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including a reasonable compensation to the Trustee, its agents,
attorneys and counsel, and any expenses or liabilities incurred and advances
made by the Trustee, except compensation or advances arising, or expenses or
liabilities incurred, as a result of the Trustee's negligence or bad faith.

                  Until such demand is made by the Trustee, the Company may pay
the principal of and premium, if any, and interest on the Debt Securities of any
series to the Persons entitled thereto, whether or not the principal of and
premium, if any, and interest on the Debt Securities of such series are overdue.

                                       34
<PAGE>

                  In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor on such Debt Securities and collect, in the manner provided by law out
of the property of the Company or any other obligor on such Debt Securities
wherever situated, the moneys adjudged or decreed to be payable. If any Event of
Default with respect to any series of Debt Securities occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of Debt Securities of such series by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.

                  In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on the Debt
Securities of any series under the Federal bankruptcy laws or any other
applicable law, or in case a receiver or trustee shall have been appointed for
the property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon the
Debt Securities of any series, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of the
Debt Securities of such series 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 pursuant to the provisions of this Section 7.02,
shall be entitled and empowered by intervention in such proceedings or
otherwise, (a) to file and prove a claim or claims for the whole amount of
principal and interest owing and unpaid in respect of the Debt Securities of
such series, and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and of the Holders of the Debt Securities of such
series allowed in such judicial proceedings relative to the Company or any other
obligor on such Debt Securities, its or their creditors, or its or their
property, (b) unless prohibited by applicable law and regulations, to vote on
behalf of the Holders of any Debt Securities of any series in any election of a
trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and (c) to collect and receive any moneys
or other property payable or deliverable on any such claims, and to distribute
the same after the deduction of its charges and expenses; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by each
of the Holders of the Debt Securities of such series to make such payments to
the Trustee, and, in the event that the Trustee shall consent to the making of
such payments directly to such Holders, to pay to the Trustee such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred and
advances made by the Trustee except compensation or advances arising, or
expenses or liabilities incurred, as a result of the Trustee's negligence or bad
faith.

                                       35
<PAGE>

                  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 or reorganization, arrangement, adjustment or composition affecting the
Debt Securities or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder (except, as aforesaid, for the
election of a trustee in bankruptcy or other Person performing similar
functions) in any such proceeding.

                  All rights of action and of asserting claims under this
Indenture, or under any of the Debt Securities of any series, may be enforced by
the Trustee without the possession of any of such Debt Securities, or the
production thereof on any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be for
the ratable benefit of the Holders of the Debt Securities of such series in
respect of which such judgment has been recovered.

                  In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party), the Trustee shall be held to represent all
the Holders of the Debt Securities in respect to which such action was taken,
and it shall not be necessary to make any Holders of such Debt Securities
parties to any such proceedings.

                  SECTION 7.03. Application of Moneys Collected by Trustee. Any
moneys collected by the Trustee pursuant to Section 7.02 shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the Debt Securities of such series, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:

                    FIRST: To the payment of costs and expenses of collection
                  and reasonable compensation to the Trustee, its agents,
                  attorneys and counsel, and of all other expenses and
                  liabilities incurred, and all advances made, by the Trustee
                  except compensation or advances arising, or expenses or
                  liabilities incurred, as a result of its negligence or bad
                  faith, and any other amounts owing the Trustee under Section
                  8.06;

                    SECOND: To the payment of the amounts then due and unpaid to
                  the holders of Senior Indebtedness, to the extent required by
                  Article Sixteen;

                    THIRD: In case the principal of the Debt Securities of such
                  series shall not have become due and be unpaid, to the payment
                  of interest on such Debt Securities, in the order of the
                  maturity of the installments of such interest, with interest
                  (to the extent that such interest has been collected by the
                  Trustee) upon the overdue installments of interest at the rate
                  borne by such Debt Securities, such payments to be made
                  ratable to the Persons entitled thereto;

                                       36
<PAGE>

                    FOURTH: In case the principal of the Debt Securities of such
                  series shall have become due, by declaration or otherwise, to
                  the payment of the whole amount then owing and unpaid upon
                  such Debt Securities for principal and premium, if any, and
                  interest, with interest on the overdue principal and premium,
                  if any, and (to the extent that such interest has been
                  collected by the Trustee) upon overdue installments of
                  interest at the rate borne by such Debt Securities; and in
                  case such moneys shall be insufficient to pay in full the
                  whole amounts so due and unpaid upon such Debt Securities,
                  then, to the payment of such principal and premium, if any,
                  and interest without preference or priority of principal and
                  premium, if any, over interest, or of interest over principal
                  and premium, if any, or of any installment of interest over
                  any other installment of interest, or of any Debt Security of
                  such series over any other such Debt Security, ratably to the
                  aggregate of such principal and premium, if any, and accrued
                  and unpaid interest;

                    FIFTH: To the payment of any surplus then remaining to the
                  Company, its successors or assigns, or to whomsoever may be
                  lawfully entitled to receive the same.

                  SECTION 7.04. Proceedings by Holders. No Holder of any Debt
Security of any series shall have any right by virtue of or by availing of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law or in bankruptcy or otherwise upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Debt Securities of such series then Outstanding shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding (and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 7.07), it being understood and intended, and being
expressly covenanted by the taker and Holder of every Debt Security of every
series with every other taker and Holder and the Trustee, that no one or more
Holders of Debt Securities 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 Holder of such Debt Securities, or to obtain
or seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all Holders of Debt Securities.

                  SECTION 7.05. Proceedings by Trustee. In case of an Event of
Default hereunder the Trustee may in its discretion proceed to protect and
enforce the rights vested in it

                                       37
<PAGE>

by this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

                  SECTION 7.06. Remedies Cumulative and Continuing. All powers
and remedies given by this Article Seven to the Trustee or to the Holders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any default occurring and continuing as aforesaid shall impair any
such right or power, or shall be construed to be a waiver of any such default or
an acquiescence therein; and, subject to the provisions of Section 7.04, every
power and remedy given by this Article Seven or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders.

                  SECTION 7.07. Direction of Proceedings and Waiver of Defaults
by Majority of Holders. The Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of any series shall have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities by this Indenture; provided,
however, that (subject to the provisions of Section 8.01) the Trustee shall have
the right to decline to follow any such direction if the Trustee shall determine
upon advice of counsel that the action or proceeding so directed may not
lawfully be taken or would be materially and unjustly prejudicial to the rights
of Holders not joining in such direction or if the Trustee in good faith by its
board of directors or trustees, executive committee, or a trust committee of
directors or trustees and/or Responsible Officers shall determine that the
action or proceeding so directed would involve the Trustee in personal liability
or if the Trustee in good faith shall so determine that the actions or
forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Debt Securities of all series not
joining in the giving of said direction, it being understood that (subject to
Section 8.01) the Trustee shall have no duty to ascertain whether or not such
actions or forebearances are duly prejudicial to such Holders. The Trustee may
take any other action deemed proper by the Trustee not inconsistent with such
direction. The Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of such series waive any past default or Event of Default
hereunder and its consequences except a default in the payment of principal of
or premium, if any, or interest on such Debt Securities, or a default in the
making of any sinking fund payment with respect to such Debt Securities. Upon
any such waiver the Company, the Trustee and the Holders of such Debt Securities
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

                                       38
<PAGE>

Whenever any default or Event of Default shall have been waived as permitted by
this Section 7.07, said default or Event of Default shall for all purposes of
the Debt Securities and this Indenture be deemed to have been cured and to be
not continuing.

                  This Section 7.07 shall be in lieu of Sections 316(a)(1)(A)
and 316(a)(1)(B) of the Trust Indenture Act of 1939 and such Sections
316(a)(1)(A) and Section 316(a)(1)(B) are hereby expressly excluded from this
Indenture, as permitted by the Trust Indenture Act of 1939.

                  SECTION 7.08. Notice of Defaults. The Trustee shall give the
Holders notice of any default hereunder as and to the extent provided by the
Trust Indenture Act of 1939; provided, however, that in the case of any default
of the character specified in Section 7.07(d), no such notice to Holders shall
be given until at least 60 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default.

                  SECTION 7.09. Undertaking to Pay Costs. In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act of 1939; provided
that neither this Section nor the Trust Indenture Act of 1939 shall be deemed to
authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Company, and any provision of the Trust Indenture
Act of 1939 to such effect is hereby expressly excluded from this Indenture, as
permitted by the Trust Indenture Act of 1939.

                  SECTION 7.10. Unconditional Right of Holders to Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Debt Security shall have the rights, which are
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.08) interest on such Debt Security on the
respective Stated Maturities expressed in such Debt Security (or in the case of
redemption or repayment, on the date for redemption or repayment, as the case
may be) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

                                 ARTICLE EIGHT.

                             CONCERNING THE TRUSTEE.

                  SECTION 8.01. Duties and Responsibilities of Trustee. The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act of 1939. Notwithstanding the foregoing, no implied covenants or
obligations, except as provided by the Trust Indenture Act of 1939, shall be
read into this Indenture against the Trustee, and no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise

                                       39
<PAGE>

incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

                  SECTION 8.02. Reliance on Documents, Opinions, etc. Subject to
the provisions of Section 8.01,

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

                    (b) any request, direction, order or demand of the Company
                  mentioned herein shall be sufficiently evidenced by an
                  Officers' Certificate (unless otherwise evidence in respect
                  thereof be herein specifically prescribed); and any resolution
                  of the Board of Directors may be evidenced to the Trustee by a
                  copy thereof certified by the Secretary or an Assistant
                  Secretary of the Company;

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

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

                    (e) the Trustee shall not be liable for any action taken 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;

                    (f) prior to the occurrence of an Event of Default with
                  respect to the Debt Securities of any series and after the
                  curing or waiving of all Events of Default with respect to
                  such Debt Securities, 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,

                                       40
<PAGE>

                  request, consent, order, approval, bond, debenture, note, or
                  other paper or document, unless requested in writing to do so
                  by the Holders of not less than a majority in principal amount
                  of such Debt Securities then Outstanding; provided, however,
                  that the reasonable expenses of every such investigation shall
                  be paid by the Company or, if paid by the Trustee, shall be
                  repaid by the Company upon demand; and provided, further, that
                  if the payment within a reasonable time to the Trustee of the
                  costs, expenses or liabilities likely to be incurred by it in
                  the making of such investigation is, in the opinion of the
                  Trustee, not reasonably assured to the Trustee by the security
                  afforded to it by the terms of this Indenture, the Trustee may
                  require reasonable indemnity against such expenses or
                  liabilities as a condition to so proceeding;

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

                    (h) the Trustee shall not be deemed to have knowledge of any
                  default or Event of Default unless a Responsible Officer of
                  the Trustee has actual knowledge thereof or Holders of greater
                  than 50% of the outstanding principal amount of Debt
                  Securities of any series shall have notified the Trustee
                  thereof.

                  SECTION 8.03. No Responsibility for Recitals, etc. The
recitals contained herein and in the Debt Securities (except in the Trustee's
certificate of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series. The Trustee represents that
it is duly authorized to execute and deliver this Indenture and perform its
obligations hereunder. Neither the Trustee nor the Authenticating Agent shall be
accountable for the use or application by the Company or any Debt Securities or
the proceeds of any Debt Securities authenticated and delivered by the Trustee
in conformity with the provisions of this Indenture.

                  SECTION 8.04. Trustee and Agents May Own Debt Securities. The
Trustee, any paying agent, or any agent of the Trustee or the Company under this
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities of any series with the same rights it would have if
it were not Trustee or such agent and, subject to Sections 8.08 and 8.13, if
operative, may otherwise deal with the Company and receive, collect, hold, and
retain collections from the Company with the same rights it would have if it
were not the Trustee or such agent.

                                       41
<PAGE>

                  SECTION 8.05. Moneys to be Held in Trust. Subject to the
provisions of Section 13.04, all moneys received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to the
extent required by law. Neither the Trustee nor any paying agent shall be under
any liability for interest on any moneys received by it hereunder except such as
it may agree with the Company to pay thereon. So long as no Event of Default
with respect to the Debt Securities of any series shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Company, signed by its President, its Chief
Financial Officer, any Vice President, its Treasurer or an Assistant Treasurer.

                  SECTION 8.06. Compensation and Expenses of Trustee. The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and all persons not regularly in its employ and any amounts paid by the
Trustee to any Authenticating Agent pursuant to Section 8.14) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, or the performance of its duties
hereunder, including the current payment of all costs and expenses of defending
itself against any claim of liability in the premises. The obligations of the
Company under this Section 8.06 to compensate and indemnify the Trustee and to
pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder. Such additional indebtedness shall
be secured by a lien prior to that of the Debt Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the Holders of particular Debt Securities.

                  SECTION 8.07. Officers' Certificate as Evidence. Subject to
the provisions of Section 8.01, whenever in the administration of the provisions
of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee, and such Certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken or omitted by it under the provisions of this
Indenture upon the faith thereof.

                  SECTION 8.08. Conflicting Interest of Trustee. If the Trustee
has or shall acquire any conflicting interest within the meaning of the Trust
Indenture Act of 1939, the Trustee shall either eliminate such conflicting
interest or resign in the manner provided by, and subject to the provisions of,
the Trust Indenture Act of 1939 and this Indenture.

                                       42
<PAGE>

                  SECTION 8.09. Eligibility of Trustee. There shall at all times
be a Trustee with respect to each series of Debt Securities hereunder which
shall be a corporation organized and doing business under the laws of the United
States or any state or territory thereof or of the District of Columbia
authorized under such laws to exercise corporate trust power's, having a
combined capital and surplus of at least $5,000,000, subject to supervision or
examination by Federal, state, territorial, or District of Columbia authority
and having its principal office and place of business in St. Paul, Minnesota, if
there be such a corporation having its principal office and place of business in
said City and willing to act as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 8.09, 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. In case at any time the Trustee with respect
to any series of Debt Securities shall cease to be eligible in accordance with
the provisions of this Section 8.09, such Trustee shall resign immediately in
the manner and with the effect specified in Section 8.10.

                  SECTION 8.10. Resignation or Removal of Trustee. (a) The
Trustee may at any time resign with respect to any series of Debt Securities by
giving written notice by first class mail of such resignation to the Company and
to the Holders of such series of Debt Securities at their addresses as they
shall appear on the Debt Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with respect
to such series by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
with respect to such series shall have been so appointed and have accepted
appointment within 60 days after the mailing of such notice of resignation to
the Holders, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Holder of such
series of Debt Securities who has been a bona fide Holder of a Debt Security or
Debt Securities of such series for at least six months may, subject to the
provisions of Section 7.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee
with respect to such series. Such court may thereupon, after such notice, if
any, as it may deem proper and prescribe, appoint such successor trustee.

                  (b) In case at any time any of the following shall occur--

                    (1) the Trustee shall fail to comply with the provisions of
                  subsection (a) of Section 8.08 after written request therefor
                  by the Company or by any Holder who has been a bona fide
                  Holder of a Debt Security or Debt Securities of such series
                  for at least six months, unless the Trustee's duty to resign
                  is stayed in accordance with the provisions of Section 310(b)
                  of the Trust Indenture Act of 1939, or

                                       43
<PAGE>

                    (2) the Trustee shall cease to be eligible in accordance
                  with the provisions of Section 8.09 and shall fail to resign
                  after written request therefor by the Company or by any such
                  Holder of a note of such series, or

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

then, in any such case, the Company may remove the Trustee with respect to such
series and appoint a successor trustee for such series by written instrument, in
duplicate, executed on instruction of the President, The Chief Financial Officer
or the Treasurer of the Company, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 7.09, any Holder who has been a bona fide Holder of a
Debt Security or Debt Securities of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee with respect to such series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove such Trustee
and appoint such successor trustee.

                  (c) The Holders of a majority in aggregate principal amount of
the Outstanding Debt Securities of any series may at any time remove the Trustee
with respect to such series by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Company the evidence provided for in
Section 9.01 of the action in that regard taken by the Holders, and nominate a
successor Trustee which shall be deemed appointed as successor Trustee unless
within ten days after such nomination the Company objects thereto, in which case
the Trustee so removed or any Holder of a Debt Security or Debt Securities of
such series, upon the terms and conditions and otherwise as in subsection (a) of
this Section 8.10 provided, may petition any court of competent jurisdiction for
an appointment of a successor Trustee with respect to such series.

                  (d) Any resignation or removal of the Trustee with respect to
all or any series of Debt Securities and any appointment of a successor Trustee
pursuant to any of the provisions of this Section 8.10 shall become effective
upon acceptance of appointment by the successor Trustee as provided in Section
8.11.

                  SECTION 8.11. Acceptance by Successor Trustee. Any successor
Trustee appointed as provided in Section 8.10 shall execute, acknowledge and
deliver to the Company and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective with respect to all or any series as
to which it is resigning as Trustee, and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder with respect to all
or any such series, with

                                       44
<PAGE>

like effect as if originally named as Trustee herein with respect to all or any
such series; nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 8.06, execute and deliver an
instrument transferring to such successor Trustee all the rights and powers of
the Trustee with respect to all or any such series so ceasing to act. Upon
request of any such successor Trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor Trustee all such rights and powers. Any Trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such Trustee with respect to all or any series as to which it is resigning as
Trustee, to secure any amounts and shall be entitled to any indemnities then due
it pursuant to the provisions of Section 8.06.

                  No successor Trustee shall accept appointment as provided in
this Section 8.11 unless at the time of such acceptance such successor Trustee
shall be qualified under the provisions of Section 8.08 and eligible under the
provisions of Section 8.09.

                  Upon acceptance of appointment by a successor Trustee with
respect to all or any series of Debt Securities as provided in this Section
8.11, the Company shall mail notice of the succession of such Trustee hereunder
to the Holders of Debt Securities of such series at their addresses as they
shall appear on the Debt Security Register. If the Company fails to mail such
notice within ten days after acceptance of appointment by the successor Trustee,
the successor Trustee shall cause such notice to be mailed at the expense of the
Company.

                  In case the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which 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 Debt Securities of any series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and 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.

                  SECTION 8.12. Succession by Merger, etc. Subject to Sections
8.08 and 8.09, 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 the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto.

                                       45
<PAGE>

                  In case at the time any successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Debt Securities shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee, and deliver
such Debt Securities so authenticated; and in case at that time any of the Debt
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Debt Securities either in the name of such successor Trustee
or, if such successor Trustee is a successor by merger, conversion or
consolidation, the name of any predecessor hereunder; and in all such cases such
certificate shall have the full force which it is anywhere in the Debt
Securities or in this Indenture provided that the certificate of the Trustee
shall have.

                  SECTION 8.13. Limitation on Rights of Trustee as a Creditor.
If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act of 1939 regarding the collection of claims
against the Company (or any such other obligor).

                  SECTION 8.14. Authenticating Agents. There may be an
Authenticating Agent or Authenticating Agents appointed by the Trustee from time
to time with power to act on its behalf and subject to its direction in the
authentication and delivery of any series of Debt Securities issued upon
original issuance, exchange, transfer or redemption thereof as fully to all
intents and purposes as though such Authenticating Agent (or Authenticating
Agents) had been expressly authorized to authenticate and deliver such Debt
Securities, and Debt Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
though authenticated by the Trustee hereunder. For all purposes of this
Indenture, the authentication and delivery of Debt Securities by any
Authenticating Agent pursuant to this Section 8.14 shall be deemed to be the
authentication and delivery of such Debt Securities "by the Trustee", and
whenever this Indenture provides that "the Trustee shall authenticate and
deliver" Debt Securities or that Debt Securities "shall have been authenticated
and delivered by the Trustee", such authentication and delivery by any
Authenticating Agent shall be deemed to be authentication and delivery by the
Trustee. Any such Authenticating Agent shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or Territory or the District of Columbia, with a combined capital
and surplus of at least $5,000,000 and authorized under such laws to act as an
authenticating agent, duly registered to act as such, if and to the extent
required by applicable law and subject to supervision or examination by Federal
or State authority. If such corporation publishes reports of its condition at
least annually pursuant to law or the requirements of such authority, then for
the purposes of this Section 8.14 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 an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.14, or to be duly registered if and to the extent
required by applicable law and regulations, it shall resign immediately in the
manner and with the effect herein specified in this Section 8.14.

                                       46
<PAGE>

                  Whenever reference is made in this Indenture to the
authentication and delivery of Debt Securities of any series 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 its
Authenticating Agent appointed with respect to the Debt Securities of such
series and a certificate of authentication executed on behalf of the Trustee by
its Authenticating Agent appointed with respect to the Debt Securities of such
series.

                  Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
authenticating agency business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, if such successor corporation
is otherwise eligible under this Section 8.14, without the execution or filing
of any paper or any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation.

                  In case at the time such successor to any such agency shall
succeed to such agency any of the Debt Securities shall have been authenticated
but not delivered, any such successor to such Authenticating Agent may adopt the
certificate of authentication of any predecessor Authenticating Agent and
deliver such Debt Securities so authenticated; and in case at that time any of
the Debt Securities shall not have been authenticated, any successor to any
Authenticating Agent may authenticate such Debt Securities either in the name of
any predecessor hereunder or in the name of the successor Authenticating Agent;
and in all cases such certificate shall have the full force which it has
anywhere in the Debt Securities or in this Indenture provided that the
certificate of the predecessor Authenticating Agent shall have had such force;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Authenticating Agent or to authenticate Debt Securities in the
name of any predecessor Authenticating Agent shall apply only to its successor
or successors by merger, conversion or consolidation.

                  Any Authenticating Agent may at any time resign as
Authenticating Agent with respect to any series of Debt Securities by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time terminate the agency of any Authenticating Agent with respect to any
series of Debt Securities by giving written notice of termination 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 Authenticating
Agent shall cease to be eligible under this Section 8.14, the Trustee may, and
shall, upon request of the Company, promptly use its best efforts to appoint a
successor Authenticating Agent.

                  Upon the appointment, at any time after the original issuance
of any of the Debt Securities, of any successor, additional or new
Authenticating Agent, the Trustee shall give written notice of such appointment
to the Company and shall at the expense of the Company mail notice of such
appointment to all Holders of Debt Securities of such series as the names and
addresses of such Holders appear on the Debt Security Register.

                                       47
<PAGE>

                  Any successor Authenticating Agent with respect to any series
of Debt Securities upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as though originally named as an Authenticating Agent herein with
respect to such series. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 8.14 and duly registered if
and to the extent required under applicable law and regulations.

                  Any Authenticating Agent by the acceptance of its appointment
with respect to any series of Debt Securities shall be deemed to have agreed
with the Trustee that: it will perform and carry out the duties of an
Authenticating Agent as herein set forth with respect to such series, including
among other things the duties to authenticate and deliver Debt Securities when
presented to it in connection with exchanges, registrations of transfer or
redemptions thereof; it will keep and maintain, and furnish to the Trustee from
time to time as requested by the Trustee appropriate records of all transactions
carried out by it as Authenticating Agent and will furnish the Trustee such
other information and reports as the Trustee may reasonably require; it is
eligible for appointment as Authenticating Agent under this Section 8.14 and
will notify the Trustee promptly if it shall cease to be so qualified; and it
will indemnify the Trustee against any loss, liability or expense incurred by
the Trustee and will defend any claim asserted against the Trustee by reason of
any acts or failures to act of the Authenticating Agent with respect to such
series but it shall have no liability for any action taken by it at the specific
written direction of the Trustee.

                  The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation and expenses for its services, and the
Trustee shall have no liability for such payments.

                  The provisions of Sections 8.02(a), (b), (c), (e) and (f),
8.03, 8.04, 8.06 (insofar as it pertains to indemnification), 9.01, 9.02 and
9.03 shall bind and inure to the benefit of each Authenticating Agent to the
same extent that they bind and inure to the benefit of the Trustee.

                  If an appointment with respect to one or more series is made
pursuant to this Section 8.14, the Debt Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

                  This is one of the Debt Securities of the series designated
herein issued under the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION                    U.S. BANK NATIONAL ASSOCIATION
As Trustee                                        As Trustee

                                      -OR-

                                       48
<PAGE>

By: ____________________________              By: U.S. Bank National Association
         Authorized Officer                       As Authenticating Agent

                                                  By:___________________________
                                                        Authorized Signatory

                                  ARTICLE NINE.

                             CONCERNING THE HOLDERS.

                  SECTION 9.01. Action by Holders. Whenever in this Indenture it
is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the Holders of such specified percentage of such series have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Holders of such series in person or by agent or proxy
appointed in writing, or (b) by the record of the Holders of such series voting
in favor thereof at any meeting of such Holders duly called and held in
accordance with the provisions of Article Ten, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of Holders of
such series.

                  SECTION 9.02. Proof of Execution by Holders. Subject to the
provisions of Sections 8.01, 8.02 and 10.05, proof of the execution of any
instrument by a Holder or his agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
ownership of Debt Securities shall be provided by the Debt Security Register or
by a certificate of the Debt Security registrar with respect to a series of Debt
Securities.

                  The record of any Holders' meeting shall be proved in the
manner provided in Section 10.06.

                  SECTION 9.03. Who Are Deemed Absolute Owners. The Company, the
Trustee with respect to a series of Debt Securities, and any agent of the
Trustee or the Company under this Indenture may deem the Person in whose name
such Debt Security shall be registered upon the Debt Security Register to be,
and may treat him as, the absolute owner of such Debt Security (whether or not
such Debt Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Company, the
Trustee or any such agent) for the purpose of receiving payment of or on account
of the principal of and premium, if any, and interest on such Debt Security and
for all other purposes; and neither the Company nor the Trustee nor any such
agent shall be affected by any notice to the contrary. All

                                       49
<PAGE>

such payments so made to any Holder for the time being or upon his order shall,
to the extent of the sum or sums so paid, be effectual to satisfy and discharge
the liability for moneys payable upon any such Debt Security.

                  SECTION 9.04. Company-Owned Debt Securities Disregarded. In
determining whether the Holders of the requisite aggregate principal amount of
Debt Securities of any series have concurred in any direction or consent under
this Indenture, Debt Securities of such series which are owned by the Company or
any other obligor on the Debt Securities of such series or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on such Debt Securities
shall be disregarded and deemed not to be Outstanding for the propose of any
such determinations; provided, however, that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction or
consent only such Debt Securities which the Trustee knows are so owned shall be
so disregarded. Debt Securities so owned which have been pledged in good faith
may be regarded as Outstanding notwithstanding this Section 9.04 if the pledgee
shall establish to the satisfaction of the Trustee the right of the pledgee to
vote such Debt Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. Upon request of the Trustee,
the Company shall furnish to the Trustee promptly an Officer's Certificate
listing and identifying all Debt Securities of a series, if any, known by the
Company to be owned or held by or for the account of the Company or any other
obligor on such Debt Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on such Debt Securities; and, subject to the
provisions of Section 8.01, the Trustee shall be entitled to accept such
Officers' Certificates as conclusive evidence of the facts therein set forth and
of the fact that all such Debt Securities not listed therein are Outstanding for
the purpose of any such determination.

                  SECTION 9.05. Revocation of Consents; Future Holders Bound. At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 9.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action, any Holder of a Debt Security
which is shown by the evidence to be included in the Debt Securities the Holders
of which have consented to or are bound by consents to such action, may, by
filing written notice with the Trustee at its principal office and upon proof of
holding as provided in Section 9.02, revoke such action so far as concerns such
Debt Security. Except as aforesaid any such action taken by the Holder of any
Debt Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Debt Security and of any Debt Security issued
on transfer thereof or in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon any such Debt
Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Debt Securities specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the Holders of all of the Debt Securities affected by such action.

                                       50
<PAGE>

                                  ARTICLE TEN.

                               HOLDERS' MEETINGS.

                  SECTION 10.01. Purposes of Meetings. A meeting of Holders of
the Debt Securities of all or any series may be called at any time and from time
to time pursuant to the provisions of this Article Ten for any of the following
purposes:

                    (1) to give any notice to the Company or to the Trustee with
                  respect to such series, or to give any directions to the
                  Trustee, or to consent to the waiving of any default hereunder
                  and its consequences, or to take any other action authorized
                  to be taken by Holders pursuant to any of the provisions of
                  Article Seven;

                    (2) to remove the Trustee and nominate a successor trustee
                  pursuant to the provisions of Article Eight;

                    (3) to consent to the execution of an indenture or
                  indentures supplemental hereto pursuant to the provisions of
                  Section 11.02; or

                    (4) to take any other action authorized to be taken by or on
                  behalf of the Holders of any specified aggregate principal
                  amount of the Debt Securities of all or any series, as the
                  case may be, under any other provision of this Indenture or
                  under applicable law.

                  SECTION 10.02. Call of Meetings by Trustee. The Trustee may at
any time call a meeting of Holders of Debt Securities of all or any series to
take any action specified in Section 10.01, to be held at such time and at such
place as the Trustee shall determine. Notice of every meeting of the Holders of
Debt Securities of all or any series, setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed by the Trustee to Holders of Debt Securities of each series that
may be affected by the action proposed to be taken at such meeting at their
addresses as they shall appear on the Debt Security Register. Such notice shall
be mailed not less than 20 nor more than 90 days prior to the date fixed for the
meeting.

                  SECTION 10.03. Call of Meetings by Company or Holders. In case
at any time the Company, pursuant to a resolution by the Board of Directors, or
the Holders of at least 10% in aggregate principal amount of the Debt Securities
then Outstanding of each series that may be affected by the action proposed to
be taken shall have requested the Trustee to call a meeting of such Holders, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within 20 days after receipt of such request, then the Company or such
Holders may determine the time and place for such meeting and may call such
meeting to take any action authorized in Section 10.01, by mailing notice
thereof as provided in Section 10.02.

                                       51
<PAGE>

                  SECTION 10.04. Qualifications for Voting. To be entitled to
vote at any meeting of Holders of Debt Securities a person shall (a) be a Holder
of one or more Debt Securities of a series affected by the action proposed to be
taken or (b) be a Person appointed by an instrument in writing as proxy by a
Holder of one or more such Debt Securities. The rights of Holders of Debt
Securities to have their votes counted shall be subject to the provision in the
definition of "Outstanding" in Section 1.01. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders of Debt Securities
shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

                  SECTION 10.05. Regulations. Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Holders of Debt Securities, in
regard to proof of the holding of Debt Securities and of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall think fit. Except as otherwise permitted or required by any such
regulation, the holding of Debt Securities shall be proved in the manner
specified in Section 9.02 and the appointment of any proxy shall be proved in
the manner specified in said Section 9.02 or by having the signature of the
Person executing the proxy witnessed or guaranteed by any bank, broker or trust
company.

                  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 Debt Securities as provided in Section 10.03, in
which case the Company or the Holders of Debt Securities as provided in Section
10.03, in which case the Company or the Holders of Debt Securities calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a secretary of the meeting shall be elected by vote of
the Holders of a majority in aggregate principal amount of the Debt Securities
represented at the meeting and entitled to vote.

                  Subject to the provisions of Section 9.04, at any meeting each
Holder of a Debt Security of a series entitled to vote at such meeting or proxy
shall be entitled to one vote for each $1,000 principal amount of Debt
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Debt 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 Debt Securities of such series or proxy therefor. Any meeting of
Holders of Debt Securities duly called pursuant to the provisions of Section
10.02 or 10.03 may be adjourned from time to time and the meeting may be held as
so adjourned without further notice.

                  At any meeting of Holders of Debt Securities, the presence of
Persons holding or representing Debt Securities in an aggregate principal amount
sufficient to take action upon the business for the transaction of which such
meeting was called shall be necessary to constitute a quorum; but, if less than
quorum be present, the Persons holding or representing a

                                       52
<PAGE>

majority of the Debt Securities represented at the meeting may adjourn such
meeting with the same effect, for all intents and purposes, as though a quorum
had been present.

                  SECTION 10.06. Voting. The vote upon any resolution submitted
to any meeting of Holders of Debt Securities shall be by written ballots on
which shall be subscribed the signatures of the holders of Debt Securities
entitled to vote at such meeting or of their representatives by proxy, and the
letter or letters, serial number or numbers or other distinguishing marks of the
Debt Securities held or represented by him. 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 in duplicate of the proceedings of each
meeting of Holders of Debt Securities 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 mailed as provided in Section
10.02. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                  SECTION 10.07. No Delay of Rights by Meeting. Nothing in this
Article Ten contained shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Holders of Debt Securities of any or all
series or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred
upon or reserved to the Trustee or to the Holders of Debt Securities under any
of the provisions of this Indenture or of the Debt Securities.

                                ARTICLE ELEVEN.

                            SUPPLEMENTAL INDENTURES.

                  SECTION 11.01 Supplemental Indentures without Consent of
Holders. The Company, when authorized by a Board Resolution, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of the execution thereof) for one
or more of the following purposes:

                    (a) to evidence the succession of another corporation to the
                  Company, or successive successions, and the assumption by the
                  successor corporation of the covenants, agreements and
                  obligations of the Company pursuant to Articles Five and
                  Twelve hereof;

                                       53
<PAGE>

                    (b) to add to the covenants of the Company such further
                  covenants, restrictions, conditions or provisions as the Board
                  of Directors and the Trustee shall consider to be for the
                  protection of the Holders of Debt Securities of any or all
                  series, and to make the occurrence, or the occurrence and
                  continuance, of a default in any of such additional covenants,
                  restrictions, conditions or provisions a default or an Event
                  of Default with respect to such series permitting the
                  enforcement of all or any of the several remedies provided in
                  this Indenture as herein set forth; provided, however, that in
                  respect of any such additional covenant, restriction or
                  condition, 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;

                    (c) to cure any ambiguity or to correct or supplement any
                  provision contained herein or in any supplemental indenture
                  which may be defective or inconsistent with any other
                  provision contained herein or in any supplemental indenture;
                  to convey, transfer, assign, mortgage or pledge any property
                  to or with the Trustee; or to make such other provisions in
                  regard to matters or questions arising under this Indenture as
                  shall not adversely affect the interests of the Holders of the
                  Debt Securities;

                    (d) to evidence and provide for the acceptance of
                  appointment by another corporation as a successor Trustee
                  hereunder with respect to one or more series of Debt
                  Securities and to add to or change any of the provisions of
                  this Indenture as shall be necessary to provide for or
                  facilitate the administration of the trusts hereunder by more
                  than one Trustee, pursuant to Section 8.11;

                    (e) to modify, amend or supplement this Indenture in such a
                  manner as to permit the qualification of any indenture
                  supplemental hereto under the Trust Indenture Act of 1939 as
                  then in effect, except that nothing herein contained shall
                  permit or authorize the inclusion in any indenture
                  supplemental hereto of the provisions referred to in Section
                  316(a)(2) of the Trust Indenture Act of 1939;

                    (f) to provide for the issuance under this Indenture of Debt
                  Securities in coupon form (including Debt Securities
                  registrable as to principal only) and to provide for
                  exchangeability of such Debt Securities with Debt Securities
                  of the same series issued hereunder in fully registered form
                  and to make all appropriate changes for such purpose;

                                       54
<PAGE>

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

                    (h) to establish any additional form of Debt Security, as
                  permitted by Section 2.02, and to provide for the issuance of
                  any additional series of Debt Securities, as permitted by
                  Section 3.01, and to set forth the terms thereof.

                  The Trustee is hereby required to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee 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.

                  Any supplemental indenture authorized by the provisions of
this Section 11.01 may be executed by the Company and the Trustee without the
consent of the Holders of any of the Debt Securities at the time Outstanding,
notwithstanding any of the provisions of Section 11.02.

                  SECTION 11.02. Supplemental Indentures with Consent of
Holders. With the consent (evidenced as provided in Section 9.01) of the Holders
of greater than 50% in aggregate principal amount of the Outstanding Debt
Securities of each series affected by such supplemental indenture (all such
Holders voting as a single class), by act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Debt Securities of each series under this Indenture; provided,
however, that no such supplemental indenture shall (i) without the consent of
the Holder of each Outstanding Debt Security affected thereby, extend the fixed
maturity of any Debt Security, or reduce the rate or extend the time of payment
of interest thereon, or reduce the principal amount thereof or any premium
thereon, or make the principal thereof or interest or premium thereon payable in
any coin or currency other than that provided in the Debt Securities or (ii)
without the consent of the Holders of all of the Outstanding Debt Securities of
each series affected reduce the aforesaid percentage of Debt Securities, the
Holders of which are required to consent (a) to any such supplemental indenture,
(b) to rescind and annul a declaration that any Debt Securities are due and
payable as a result of the occurrence of an Event of Default, (c) to waive any
past default under the Indenture and its consequences and (d) to waive
compliance with Sections 5.02 and 5.04 (other than 5.04(a)(1) and (2)) to 5.05,
inclusive.

                                       55
<PAGE>

                  Upon the request of the Company, accompanied by a copy of a
Board Resolution certified by its Secretary or Assistant Secretary authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Holders of Debt Securities as aforesaid,
the Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

                  It shall not be necessary for the consent of the Holders of
Debt Securities under this Section 11.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

                  SECTION 11.03. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article Eleven, this Indenture shall be and be deemed to be modified and amended
in accordance therewith and the respective rights, limitation of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders of Debt Securities shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

                  SECTION 11.04. Notation on Debt Securities. Debt Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Eleven may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Debt Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Outstanding Debt
Securities of such series.

                  SECTION 11.05. Evidence of Compliance of Supplemental
Indenture to be Furnished Trustee. The Trustee, subject to the provisions of
Sections 8.01 and 7.02, shall receive, and shall be fully protected in relying
upon, an Officer's Certificate and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article Eleven and is authorized and permitted by this
Indenture.

                                 ARTICLE TWELVE.

                   CONSOLIDATION, MERGER, SALE AND CONVEYANCE.

                  SECTION 12.01. Company May Consolidate, etc., on Certain
Terms. Nothing contained in this Indenture or in any of the Debt Securities
shall prevent any consolidation or merger of the Company with or into any other
corporation or corporations

                                       56
<PAGE>

(whether or not affiliated with the Company), or successive consolidations or
mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance or lease of all or substantially
all of the property of the Company to any other corporation (whether or not
affiliated with the Company) authorized to acquire and operate the same;
provided, however, and the Company hereby covenants and agrees, that any such
consolidation, merger, sale, conveyance or lease shall be upon the condition
that (a) immediately after such consolidation, merger, sale, conveyance or lease
the corporation (whether the Company or such other corporation) formed by or
surviving any such consolidation or merger, or to which such sale, conveyance or
lease shall have been made, shall not be in default in the performance or
observance of any of the terms, covenants and conditions of this Indenture to be
kept or performed by the Company; (b) the corporation (if other than the
Company) formed by or surviving any such consolidation or merger or to which
such sale, conveyance or lease shall have been made, shall be a corporation
organized under the laws of the United States of America or any state thereof;
and (c) the due and punctual payment of the principal of and premium, if any,
and interest on all of the Debt Securities, according to their tenor, and the
due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Company, shall
be expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the Corporation (if other than
the Company) formed by such consolidation, or into which the Company shall have
been merged, or by the corporation which shall have acquired or leased such
property.

                  SECTION 12.02. Successor Corporation to be Substituted. In
case of any such consolidation, merger, sale, conveyance or lease and upon the
assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debt Securities and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to performed or observed by
the Company, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party of
the first part, and (except in the event of a conveyance by way of lease) the
predecessor corporation shall be relieved of any further obligation under this
Indenture and the Debt Securities. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of
Johnson Controls, Inc. any or all of the Debt 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 corporation instead of the
Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Debt Securities which
such successor corporation thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All the Debt Securities of each series so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Debt Securities of such series theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debt
Securities had been issued at the date of the execution hereof.

                                       57
<PAGE>

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

                  SECTION 12.03. Opinion of Counsel to Be Given Trustee. The
Trustee, subject to Sections 8.01 and 8.02, shall receive an Opinion of Counsel
as conclusive evidence that any such consolidation, merger, sale or conveyance
and any such assumption complies with the provisions of this Article Twelve and
that all conditions precedent herein provided relating to such transactions have
been complied with.

                                ARTICLE THIRTEEN.

                    SATISFACTION AND DISCHARGE OF INDENTURE.

                  SECTION 13.01. Satisfaction, Discharge and Defeasance of Debt
Securities of any Series. The Company shall be deemed to have paid and
discharged the entire indebtedness on all the Debt Securities of a series, the
provisions of this Indenture (except as to (x) the rights of Holders of Debt
Securities of such series to receive, from the money, in the currency required,
and Government Obligations deposited with the Trustee pursuant to Section 13.03
or the interest and principal received by the Trustee in respect of such
Government Obligations, payment of the principal of (and premium, if any) and
any installment of principal of (and premium, if any) or interest on such Debt
Securities on the Stated Maturities thereof or upon the Redemption Dates for
Debt Securities required to be redeemed pursuant to any mandatory sinking fund
or analogous provisions relating to Debt Securities of that series or pursuant
to any call for redemption relating to Debt Securities of that series, (y) the
Company's rights and obligations with respect to such Debt Securities under
Sections 3.06, 3.07, 13.03 and 13.04, 5.02, 5.04, 6.01, 8.06, 8.10, 8.11 and, to
the extent applicable to such series, Article Four, so long as the principal of
(and premium, if any) and interest on the Debt Securities of such series remain
unpaid and, thereafter, only the Company's rights and obligations under Sections
5.04, 8.06, 13.03 and 13.04, and (z) the rights, powers, trusts, duties and
immunities of the Trustee with respect to the Debt Securities of such series) as
it relates to such Debt Securities shall no longer be in effect, and the
Trustee, at the expense of the Company, shall, upon Company Request, execute
proper instruments acknowledging the same if:

                    (a) (1) all Debt Securities of such series therefore
                  authenticated and delivered (other than (i) Debt Securities
                  which have been destroyed, lost or stolen and which have been
                  replaced or paid as provided in Section 3.07 and (ii) Debt
                  Securities for whose payment money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Sections 13.03 and 13.04) have
                  been delivered to the Trustee for cancellation;

                                       58
<PAGE>

                    (2) the Company has paid or caused to be paid in the
                  currency required all other sums payable under this Indenture
                  in respect of the Debt Securities of such series; and

                    (3) the Company has delivered to the Trustee an Officers'
                  Certificate, an Opinion of Counsel and a written opinion of
                  independent public accountants, each stating that all
                  conditions precedent herein provided for relating to the
                  satisfaction of the entire indebtedness of all Debt Securities
                  of any such series and the discharge of the Indenture as it
                  relates to such Debt Securities have been complied with; or

                    (b) (1) all Debt Securities of such series not theretofore
                  delivered to the Trustee for cancellation (i) have become due
                  and payable, or (ii) will become due and payable at their
                  Stated Maturity within one year, or (iii) are to be called for
                  redemption within one year under arrangements satisfactory to
                  the Trustee for the giving of notice of redemption by the
                  Trustee in the name, and at the expense of the Company;

                    (2) the condition described in paragraph (1) of Section
                  13.02 has been satisfied; and

                    (3) the conditions described in paragraphs (a)(2) and (a)(3)
                  of this Section 13.01 have been satisfied; or

                    (c) (1) the conditions referred to in paragraphs (b)(2) and
                  (b)(3) of this Section 13.01 have been satisfied;

                    (2) no Event of Default or event which with notice or lapse
                  of time would become an Event of Default shall have occurred
                  and be continuing on the date of the deposit referred to in
                  paragraph (1) of Section 13.02 or on the ninety-first day
                  after the date of such deposit; provided, however, that should
                  that condition fail to be satisfied on or before such
                  ninety-first day, the Trustee shall promptly, upon
                  satisfactory receipt of evidence of such failure, return such
                  deposit to the Company;

                    (3) the Company has either (i) delivered to the Trustee an
                  opinion of counsel of a nationally-recognized independent tax
                  counsel to the effect that Holders of the Debt Securities of
                  such series will not recognize income, gain or loss for
                  Federal income tax purposes as a result of such deposit and
                  the satisfaction, discharge and defeasance contemplated by
                  this paragraph (c) of this Section 13.01 and will be subject
                  to Federal income tax on the same amounts and in the same
                  manner and at the same times as would have been the case if
                  such deposit and defeasance had not occurred or (ii) the
                  Company shall have received from, or there shall have

                                       59
<PAGE>

                  been published by, the United States Internal Revenue Service
                  a ruling to the effect stated in (i) of this Section
                  13.01(c)(3); and

                    (4) the Company has received an Opinion of Counsel to the
                  effect that the satisfaction, discharge and defeasance
                  contemplated by this Section 13.01 will not result in the
                  delisting of the Debt Securities of that series from any
                  nationally-recognized securities exchange on which they are
                  listed.

                  SECTION 13.02. Defeasance of Debt Securities of any Series.
The provisions of this Indenture (except as to (x) the rights of Holders of Debt
Securities of any series to receive, from the money, in the currency required,
and Government Obligations deposited with the Trustee pursuant to paragraph (1)
below or the interest and principal received by the Trustee in respect of such
Government Obligations, payment of the principal of (and premium, if any) and
any installment of principal of (and premium, if any) or interest on such Debt
Securities on the Stated Maturities thereof or upon the Redemption Dates for
Debt Securities required to be redeemed pursuant to any mandatory sinking or
analogous provisions relating to Securities of that series or pursuant to any
call for redemption relating to Debt Securities of that series, (y) the
Company's rights and obligations with respect to such Debt Securities under
Sections 3.06, 3.07, 13.03, 13.04, Article Seven (other than subsections (d) and
(e) of Section 7.01), Sections 5.01, 5.02, 5.04, 6.01, 8.06, 8.10, 8.11 and, to
the extent application to such series, Article Four, so long as the principal of
(and premium, if any) and interest on the Debt Securities of such series remain
unpaid and, thereafter, only the Company's rights and obligations under Sections
5.04, 8.06, 13.03 and 13.04, and (z) the rights, powers, trusts, duties and
immunities of the Trustee with respect to the Debt Securities of such series) as
it relates to Debt Securities of any series shall no longer be in effect, and
the Trustee, at the expense of the Company shall, upon Company Request, execute
proper instruments acknowledging the same if:

                    (1) the Company has deposited or caused to be deposited with
                  the Trustee as trust funds in trust for the purpose (A) the
                  Dollars of Foreign Currency, as applicable, in an amount, or
                  (B) Government Obligations which through the payment of
                  interest and principal in respect thereof in accordance with
                  their terms will provide on or before the due date of any
                  payment in respect of such series of Debt Securities in an
                  amount, or (C) a combination thereof, sufficient, after
                  payment of all Federal, state and local taxes in respect
                  thereof payable by the Trustee, in the opinion of a
                  nationally-recognized firm of independent public accountants
                  expressed in a written certification thereof delivered to the
                  Trustee, to pay and discharge (i) the principal of (and
                  premium, if any) and each installment of principal (and
                  premium, if any) and interest on the Outstanding Debt
                  Securities of that series on the Stated Maturity of such
                  principal or installment of principal or interest and (ii) any
                  mandatory sinking fund payments or analogous payments or
                  payments pursuant to any call for redemption applicable to
                  Debt Securities of such series on the day on

                                       60
<PAGE>

                  which such payments are due and payable in accordance with the
                  terms of the Indenture and such Debt Securities;

                   (2) no Event of Default or event which with notice or lapse
                  of time would become an Event of Default shall have occurred
                  and be continuing on the date of such deposit;

                    (3) the interest of the Holders in such deposit shall have
                  been duly perfected under the applicable provisions of the
                  Uniform Commercial Code; and

                    (4) 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
                  defeasance contemplated by this Section have been complied
                  with.

                  SECTION 13.03. Application of Trust Funds; Indemnification.
(a) Subject to the provisions of Section 13.04, all money and Government
Obligations deposited with the Trustee pursuant to Section 13.01 or 13.02 and
all money received by the Trustee in respect of Government Obligations deposited
with the Trustee, shall be held in trust and applied by it, in accordance with
the provisions of the Debt Securities and this Indenture, to the payment, either
directly or through any paying agent (including the Company acting as its own
paying agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
and Government Obligations have been deposited with or received by the Trustee
as contemplated by Section 13.01 or 13.02.

                  (b) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against Government
Obligations deposited pursuant to Section 13.01 or 13.02 or the interest and
principal received in respect of such obligations, other than any such tax, fee
or other charge payable by or on behalf of Holders. The Company shall be
entitled to prompt notice of an assessment or the commencement of any proceeding
for which indemnification may be sought hereunder and, at its election, to
contest such assessment or to participate in, assume the defense of, or settle
such proceeding.

                  (c) The Trustee shall deliver or pay to the Company from time
to time upon Company Request any Government Obligations or money held by it as
provided in Section 13.01 or 13.02 which, in the opinion of a
nationally-recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such obligations or money were deposited or received.

                  (d) If the Trustee is unable to apply any money or Government
Obligations in accordance with Section 13.02 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Debt

                                       61
<PAGE>

Securities, if any, of such series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 13.02 until such time as the Trustee is
permitted to apply all such money or Government Obligations in accordance with
Section 13.02; provided, however, that if the Company has made any payment of
interest on or principal of (and premium, if any) on any Debt Securities, if
any, of such series because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such series of Debt
Securities, if any, to receive such payment from the money or Government
Obligations held by the Trustee.

                  SECTION 13.04. Return of Unclaimed Moneys. Any moneys
deposited with or paid to the Trustee or any paying agent for payment of the
principal of and premium, if any, or interest on Debt Securities and not applied
but remaining unclaimed by the Holders of Debt Securities for two years after
the date upon which the principal of and premium, if any, or interest on such
Debt Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee or such paying agent on demand; and the
Holder of any of the Debt Securities entitled to receive such payment shall
thereafter look only to the Company for any payment thereof.

                                ARTICLE FOURTEEN.

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS.

                  SECTION 14.01. Indenture and Debt Securities Solely Corporate
Obligations. No recourse under or upon any obligation, covenant or agreement of
this Indenture, any supplemental indenture, or of any Debt Security, or for any
claim based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer, director or employee, as such, past, present
or future, of the Company or any Subsidiary or of any predecessor or successor
corporation, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers, directors or employees, as such, of the
Company or of any predecessor or successor corporation, or any of them, because
of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture, or in any
of the Debt Securities or implied thereby; and that any and all such personal
liability, either at common law or in equity or by constitution or statute of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer, director or employee, as such, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Debt
Securities or implied thereby, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of such Debt Securities.

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                                ARTICLE FIFTEEN.

                            MISCELLANEOUS PROVISIONS.

                  SECTION 15.01. Provisions Binding on Successors of the
Company. All of the covenants, stipulations, promises and agreements in this
Indenture contained by the Company shall bind its successors and assigns whether
so expressed or not.

                  SECTION 15.02. Indenture for Sole Benefit of Parties and
Holders of Debt Securities. Nothing in this Indenture or in the Debt Securities,
expressed or implied, shall give or be construed to give to any Person, firm or
corporation, other than the parties hereto, any agent of the Trustee or the
Company under this Indenture and the Holders of the Debt Securities, any legal
or equitable right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being, subject to the provisions of Articles Twelve
and Fourteen, for the sole benefit of the parties hereto, any agent of the
Trustee or the Company under this Indenture and the Holders of the Debt
Securities.

                  SECTION 15.03. Addresses for Notices, etc. Any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Holders of Debt Securities on the
Company may be given or served by being deposited, registered or certified mail
postage prepaid, in a post office letter box in the United States addressed
(until another address is filed by the Company with the Trustee) to the Company,
5757 North Green Bay Road, Milwaukee, Wisconsin 53209, Attention: Secretary. Any
notice, direction, request or demand by any Holder of a Debt Security or the
Company to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or made in writing at the principal office
of the Trustee, addressed to the attention of its Corporate Trust Department.
Any notice, report or other instrument required by any of the provisions of this
Indenture to be given by the Trustee to the Holders of Debt Securities of any or
all series shall be deemed to have been sufficiently given, for all purposes,
when mailed by first class mail.

                  SECTION 15.04. New York Contract. This Indenture and the Debt
Securities shall for all purposes be construed in accordance with and governed
by the laws of the State of New York.

                  SECTION 15.05. Evidence of Compliance with Conditions
Precedent. Upon any Company request to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any (including
any covenant, compliance with which constitutes a condition precedent) provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such document is
specifically required by any provision of

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<PAGE>

this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; (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 such Person, 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 or not, in the opinion of such
Person, such condition or covenant has been complied with.

                  SECTION 15.06. Legal Holidays. In any case where the date of
maturity of interest on or principal of or premium, if any, on any series of
Debt Securities or the date fixed for redemption of any Debt Security or Debt
Securities will be a legal holiday or a day on which banking institutions are
legally authorized or obligated to close in Delaware or any other location where
a paying agent appointed pursuant to Section 5.02 is located, then payment of
such interest on or principal of and premium, if any, on such Debt Securities
need not be made by such paying agent on such date but may be made by such
paying agent on the next succeeding business day that is not a day in such
location that is either a legal holiday or a day on which banking institutions
are legally authorized or obligated to close, with the same force and effect as
if made on such date of maturity or the date fixed for redemption and no
interest shall accrue for the period from and after such prior date.

                  SECTION 15.07. Trust Indenture Act of 1939 to Control. If any
provision hereof limits, qualifies or conflicts with the duties imposed by any
of Sections 310 through 317 of the Trust Indenture Act of 1939, by the operation
of Section 318(c) thereof, such imposed duties shall control, except as, and to
the extent, expressly excluded from this Indenture, as permitted by the Trust
Indenture Act of 1939. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act of 1939 that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

                  SECTION 15.08. Table of Contents, Headings, etc. The table of
contents and the titles and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

                  SECTION 15.09. Determination of Principal Amount. In
determining whether the Holders of the requisite principal amount of Outstanding
Debt Securities of any series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, or whether sufficient funds are
available for redemption or for any other purpose, (i)

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<PAGE>

the principal amount of an Original Issue Discount Debt Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to Section 7.01,
(ii) the principal amount of any Debt Securities denominated in a Foreign
Currency that shall be deemed to be Outstanding for such purposes shall be
determined by converting the Foreign Currency into Dollars at the Market
Exchange Rate as of the date of such determination and (iii) the principal
amount of any Indexed Debt Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal face amount of such Indexed
Debt Security at original issuance, unless otherwise provided in or pursuant to
this Indenture.

                  SECTION 15.10. Execution in Counterparts. This Indenture may
be executed in any number of counterparts, each of which shall be an original
and such counterparts shall together constitute but one and the same instrument.
U.S. Bank National Association hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

                                ARTICLE SIXTEEN.

                        SUBORDINATION OF DEBT SECURITIES.

                  SECTION 16.01. Debt Securities Subordinated to Senior
Indebtedness. The Company covenants and agrees, and each Holder of Debt
Securities, by his acceptance thereof, likewise covenants and agrees, that the
indebtedness represented by the Debt Securities and the payment of any and all
amounts payable in respect of each and all of the Debt Securities is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of Senior Indebtedness, whether
outstanding on the date of this Indenture or thereafter incurred, assumed or
guaranteed.

                  In the event (a) of any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company
whether in a bankruptcy, insolvency, reorganization or receivership proceeding
or upon an assignment for the benefit of creditors or any other marshalling of
the assets and liabilities of the Company or otherwise, except a distribution in
connection with a merger or consolidation or a conveyance or transfer of all or
substantially all of the properties of the Company which complies with the
requirements of Article Twelve, or (b) that a default shall have occurred and be
continuing with respect to the payment of any amount payable in respect of any
Senior Indebtedness, or (c) that the principal of the Debt Securities of any
Series shall have been declared due and payable pursuant to Section 7.01 and
such declaration shall not have been rescinded and annulled as provided in
Section 7.01, then:

                  (1) in a circumstance described in the foregoing clause (a)
                  or (b) the holders of all Senior Indebtedness, and in the
                  circumstance described in the foregoing clause (c) the holders
                  of all Senior Indebtedness outstanding

                                       65
<PAGE>
                  at the time the principal of such Debt Securities (or in the
                  case of Original Issue Discount Debt Securities, such portion
                  of the principal amount) shall have been so declared due and
                  payable, shall first be entitled to receive payment of the
                  full amount due thereon, or provision shall be made for such
                  payment in money or money's worth, before the Holders of any
                  of the Debt Securities are entitled to receive any payment in
                  respect of the indebtedness evidenced by the Debt Securities;

                  (2) any payment by, or distribution of assets of, the Company
                  of any kind or character, whether in cash, property or
                  securities (other than securities of the Company as
                  reorganized or readjusted or securities of the Company or any
                  other corporation provided for by a plan of reorganization or
                  readjustment the payment of which is subordinate, at least to
                  the extent provided in this Article with respect to the Debt
                  Securities, to the payment of all Senior Indebtedness,
                  provided that the rights of the holders of the Senior
                  Indebtedness are not altered by such reorganization or
                  readjustment), to which the Holders of any of the Debt
                  Securities would be entitled except for the provisions of this
                  Article shall be paid or delivered by the person making such
                  payment or distribution, whether a trustee in bankruptcy, a
                  receiver or liquidating trustee or otherwise, directly to the
                  holders of such Senior Indebtedness or their representative or
                  representatives or to the trustee or trustees under any
                  indenture under which any instrument evidencing any of such
                  Senior Indebtedness may have been issued, ratably according to
                  the aggregate amounts remaining unpaid on account of such
                  Senior Indebtedness held or represented by each, to the extent
                  necessary to make payment in full of all Senior Indebtedness
                  remaining unpaid after giving effect to any concurrent payment
                  or distribution (or provision therefor) to the holders of such
                  Senior Indebtedness, before any payment or distribution is
                  made to the Holders of the indebtedness evidenced by the Debt
                  Securities under this Indenture; and

                  (3) in the event that, notwithstanding the foregoing, any
                  payment by, or distribution of assets of, the Company of any
                  kind or character, whether in cash, property or securities
                  (other than securities of the Company as reorganized or
                  readjusted or securities of the Company or any other
                  corporation provided for by a plan of reorganization or
                  readjustment the payment of which is subordinate, at least to
                  the extent provided in this Article with respect to the Debt
                  Securities, to the payment of all Senior Indebtedness,
                  provided that the rights of the holders of Senior Indebtedness
                  are not altered by such reorganization or readjustment), shall
                  be received by the Holders of any of the Debt Securities
                  before all Senior Indebtedness is paid in full, such payment
                  or distribution shall be paid over to the holders of such
                  Senior Indebtedness or their representative or

                                       66
<PAGE>

                  representatives or to the trustee or trustees under any
                  indenture under which any instruments evidencing any of such
                  Senior Indebtedness may have been issued, ratably as
                  aforesaid, for application to the payment of all Senior
                  Indebtedness remaining unpaid until all such Senior
                  Indebtedness shall have been paid in full, after giving effect
                  to any concurrent payment or distribution (or provision
                  therefor) to the holders of such Senior Indebtedness.

                  SECTION 16.02. Subrogation. Subject to the payment in full of
all Senior Indebtedness to which the indebtedness evidenced by the Debt
Securities is in the circumstances subordinated as provided in Section 16.01,
the Holders of the Debt Securities shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to such Senior
Indebtedness until all amounts owing on the Debt Securities shall be paid in
full, and, as between the Company, its creditors other than holders of such
Senior Indebtedness, and the Holders of the Debt Securities, no such payment or
distribution made to the holders of such Senior Indebtedness by virtue of this
Article which otherwise would have been made to the Holders of the Debt
Securities shall be deemed to be a payment by the Company on account of such
Senior Indebtedness, it being understood that the provisions of this Article are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Debt Securities, on the one hand, and the holders of Senior
Indebtedness.

                  SECTION 16.03. Obligation of the Company Unconditional.
Nothing contained in this Article or elsewhere in this Indenture or in the Debt
Securities is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders of the Debt
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Debt Securities the principal of and interest on
and any additional amounts owing in respect of the Debt Securities as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Debt
Securities and creditors of the Company other than the holders of Senior
Indebtedness nor shall anything herein or therein prevent the Trustee or the
Holder of any Debt Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee and the Holders of the Debt Securities
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any such dissolution, winding up, liquidation or
reorganization proceeding affecting the affairs of the Company is pending or
upon a certificate of the trustee in bankruptcy, receiver, assignee for the
benefit of creditors, liquidating trustee or agent or other person making any
payment or distribution, delivered to the Trustee or to the Holders of the Debt
Securities, for the purpose of ascertaining the persons entitled to participate
in such payment or distribution, the holders of the Senior

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<PAGE>

Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount paid or distributed thereon and all other facts
pertinent thereto or to this Article.

                  SECTION 16.04. Payments on Debt Securities Permitted. Nothing
contained in this Article or elsewhere in this Indenture, or in any of the Debt
Securities, shall affect the obligation of the Company to make, or prevent the
Company from making, payment of the principal of or interest on or any
additional amounts owing in respect of the Debt Securities in accordance with
the provisions hereof and thereof, except as otherwise provided in this Article.

                  SECTION 16.05. Effectuation of Subordination by Trustee. Each
Holder of Debt Securities, by his acceptance thereof, authorizes and directs the
Trustee in his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney in fact for any and all such purposes.

                  SECTION 16.06. Knowledge of Trustee. Notwithstanding the
provisions of this Article or any other provisions of this Indenture, the
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be charged with knowledge of the existence of any
facts which would prohibit the making of any payment of moneys to or by the
Trustee, or the taking of any other action by the Trustee, unless and until the
Trustee shall have received written notice thereof from the Company, any Holder
of Debt Securities, any paying or conversion agent of the Company or the holder
or representative of any class of Senior Indebtedness; provided, however, that
if the Trustee shall not have received the notice provided for in this Section
at least three Business Days prior to the date upon which, by the terms hereof,
any money may become payable for any purpose (including, without limitation, the
payment of the principal of or interest on, or additional amounts owing in
respect of, any Debt Security) then, anything herein contained to the contrary
notwithstanding, the Trustee shall have all power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
during or after such three Business Day period.

                  SECTION 16.07. Trustee May Hold Senior Indebtedness. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article with respect to any Senior Indebtedness at the time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in
Section 313 of the TIA or elsewhere in this Indenture shall deprive the Trustee
of any of its rights as such holder.

                  Nothing in this Article shall subordinate any claims of, or
payments to, the Trustee (under or pursuant to Section 8.06) to Senior
Indebtedness.

                  SECTION 16.08. Rights of Holders of Senior Indebtedness Not
Impaired. No right of any present or future holder of any Senior Indebtedness to
enforce the subordination herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any
noncompliance by the Company with the terms, provisions

                                       68
<PAGE>

and covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.

                                       69
<PAGE>

         IN WITNESS WHEREOF, JOHNSON CONTROLS, INC. has caused this Indenture to
be signed and acknowledged by its President and either its Chief Financial
Officer or its Treasurer, and its corporate seal to be affixed hereunto, and the
same to be attested by its Secretary or an Assistant Secretary, and U.S. BANK
NATIONAL ASSOCIATION has caused this Indenture to be signed and acknowledged by
one of its Senior Trust Officers, has caused its corporate seal to be affixed
hereunto, and the same to be attested by its Secretary or one of its Assistant
Secretaries, as of the day and year first written above.

                                       JOHNSON CONTROLS INC.

                                       By ________________________________
                                       Title

                                       By ________________________________
                                       Title

(CORPORATE SEAL)

ATTEST:

____________________________

                                       U.S. BANK NATIONAL ASSOCIATION

                                       By __________________________

(CORPORATE SEAL)

ATTEST:

__________________________

<PAGE>

STATE OF            )
                    ) SS:
COUNTY OF           )

         On the____ day of______, 20_ , before me personally
came________and________, to me known, who, being by me duly sworn, did depose
and say that they are_________ and__________ respectively, of JOHNSON CONTROLS,
INC., one of the corporations described in and which executed the foregoing
instrument; that they know the seal of said corporation; that the seal affixed
to said instrument bearing the name of said corporation is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; that they signed their names thereto by like authority; and said
they acknowledged said instrument to be their free act and deed and the free act
and deed of said corporation.

         WITNESS my hand and official seal the day and year first above written.

                                       __________________________________
                                       Notary Public

(NOTARIAL SEAL)                        My commission expires: ___________

<PAGE>

STATE OF                )
                        ) SS.:
COUNTY OF               )

         On this_____ day of_______, 20__ , before me personally came________,
to me known, who, being by me duly sworn, did depose and say that he is
a_________ of U.S. Bank National Association, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument bearing the name of said
corporation is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority; and said__________ acknowledged said instrument to be his free
act and deed and the free act and deed of said corporation.

         WITNESS my hand and official seal the day and year first above written.

                                       ____________________________________
                                       Notary Public

(NOTARIAL SEAL)                        My commission expires: _____________