ASHLAND INC.

                                      and

                         U. S. BANK NATIONAL ASSOCIATION
                                     Trustee

                                    Indenture

                       Dated as of ___________ ____, 2001



                                 Debt Securities


                                  ASHLAND INC.
                         Reconciliation and Tie Between
                         ------------------------------
                         Trust Indenture Act of 1939 and
                         -------------------------------
                            Indenture, dated as of */
                            -------------------------

      Trust Indenture                                         Indenture Section
       Act Section

(S)310 (a)(1) .......................................               6.09
       (a)(2) .......................................               6.09
       (a)(3) .......................................          Not Applicable
       (a)(4) .......................................          Not Applicable
       (b) ..........................................               6.08
                                                                    6.10
(S)311 (a) ..........................................               6.13(a)
       (b) ..........................................               6.13(b)
       (b)(2) .......................................               7.03(a)(2)
                                                                    7.03(b)
(S)312 (a) ..........................................               7.01
                                                                    7.02(a)
       (b) ..........................................               7.02(b)
       (c) ..........................................               7.02(c)
(S)313 (a) ..........................................               7.03(a)
       (b) ..........................................               7.03(b)
       (c) ..........................................               7.03(a)
                                                                    7.03(b)
       (d) ..........................................               7.03(c)
(S)3.14(a) ..........................................               7.04
       (b) ..........................................          Not Applicable
       (c)(1) .......................................               1.02
       (c)(2) .......................................               1.02
       (c)(3) .......................................          Not Applicable
       (d) ..........................................          Not Applicable
       (e) ..........................................               1.02
(S)3.15(a) ..........................................               6.01(a)
       (b) ..........................................               6.02
                                                                    7.03(a)(6)
       (c) ..........................................               6.01(b)
       (d) ..........................................               6.01(c)
       (d)(1) .......................................               6.01(a)(1)
       (d)(2) .......................................               6.01(c)(2)
       (d)(3) .......................................               6.01(c)(3)
       (e) ..........................................               5.14
(S)3.16(a) ..........................................               1.01
       (a)(1)(A) ....................................               5.02
                                                                    5.12
       (a)(1)(B) ....................................               5.13
       (a)(2) .......................................          Not Applicable
       (b) ..........................................               5.08
(S)3.17(a)(1) .......................................               5.03
       (a)(2) .......................................               5.04
       (b) ..........................................              10.03
(S)3.18(a) ..........................................               1.07

*/    This reconciliation and tie shall not, for any purpose, be deemed to be a
--    part of the Indenture.

                                TABLE OF CONTENTS

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01  DEFINITIONS ................................        1
    Act ..................................................        2
    Affiliate ............................................        2
    Authenticating Agent .................................        2
    Authorized Newspaper .................................        2
    Bearer Security ......................................        2
    Board of Directors ...................................        2
    Board Resolution .....................................        2
    Business Day .........................................        2
    Change in Control ....................................        2
    Commission ...........................................        3
    Company ..............................................        3
    Company Request ......................................        3
    Corporate Trust Office ...............................        3
    Corporation ..........................................        3
    Coupon or coupon .....................................        3
    Defaulted Interest ...................................        3
    Depositary ...........................................        3
    Dollar ...............................................        3
    ECU ..................................................        3
    Euroclear ............................................        3
    European Communities .................................        4
    Event of Default .....................................        4
    Foreign Currency .....................................        4
    Full Rating Category .................................        4
    Global Security ......................................        4
    Holder or holder .....................................        4
    Indenture ............................................        4
    Interest Payment Date ................................        4
    Maturity .............................................        4
    Officers' Certificate ................................        4
    Opinion of Counsel ...................................        4
    Outstanding or outstanding ...........................        4
    Paying Agent .........................................        5
    Person or person .....................................        5
    Place of Payment .....................................        5
    Predecessor Security .................................        5
    Redemption Date ......................................        6
    Redemption Price .....................................        6
    Registered Security ..................................        6
    Regular Record Date ..................................        6
    Required Currency ....................................        6
    Responsible Officer ..................................        6
    Securities ...........................................        6
    Security Register and Security Registrar .............        6
    Special Record Date ..................................        6
    Stated Maturity ......................................        6
    Subsidiary ...........................................        7
    Trustee ..............................................        7
    Trust Indenture Act ..................................        7
    United States ........................................        7
    United States Alien ..................................        7

                                       i


  Vice President ..........................................................    7
  Voting Stock ............................................................    7

SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS ........................    7
SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE ......................    8
SECTION 1.04. ACTS OF HOLDERS .............................................    8
SECTION 1.05. NOTICES, ETC. TO TRUSTEE AND COMPANY ........................   10
SECTION 1.06. NOTICE TO HOLDERS; WAIVERS ..................................   10
SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT ...........................   11
SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS ....................   11
SECTION 1.09. SUCCESSORS AND ASSIGNS ......................................   12
SECTION 1.10. SEPARABILITY CLAUSE .........................................   12
SECTION 1.11  BENEFITS OF INDENTURE .......................................   12
SECTION 1.12. GOVERNING LAW ...............................................   12
SECTION 1.13. LEGAL HOLIDAYS ..............................................   12
SECTION 1.14. MONEYS OF DIFFERENT CURRENCIES TO BE SEGREGATED .............   12
SECTION 1.15. PAYMENT TO BE IN PROPER CURRENCY ............................   12
SECTION 1.16. LANGUAGE OF NOTICES, ETC ....................................   13

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 2.01  FORMS GENERALLY .............................................   13
SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION .............   13
SECTION 2.03. SECURITIES IN GLOBAL FORM ...................................   14

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 3.01. AMOUNT UNLIMITED, ISSUABLE IN SERIES ........................   14
SECTION 3.02. DENOMINATIONS ...............................................   17
SECTION 3.03. EXECUTION, AUTHENTICATION DELIVERY AND DATING ...............   17
SECTION 3.04. TEMPORARY SECURITIES ........................................   19
SECTION 3.05. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE .........   21
SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES ............   25

                                       ii

SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED .................26
SECTION 3.08. PERSONS DEEMED OWNERS ..........................................27
SECTION 3.09. CANCELLATION ...................................................28
SECTION 3.10. COMPUTATION OF INTEREST ........................................28
SECTION 3.11. COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS ...................28
SECTION 3.12. MEDIUM-TERM SECURITIES .........................................28

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE ........................29
SECTION 4.02. APPLICATION OF TRUST MONEY .....................................30
SECTION 4.03. SATISFACTION, DISCHARGE AND DEFEASANCE OF
              SECURITIES OF ANY SERIES .......................................30
SECTION 4.04. REINSTATEMENT ..................................................32
SECTION 4.05. DEFINITIONS ....................................................32

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 5.01. EVENTS OF DEFAULT ..............................................33
SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT .............34
SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR
              ENFORCEMENT BY TRUSTEE .........................................35
SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM ...............................36
SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES ....37
SECTION 5.06. APPLICATION OF MONEY COLLECTED .................................37
SECTION 5.07. LIMITATION ON SUITS ............................................37
SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM
              AND INTEREST ...................................................38
SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES .............................38
SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE .................................38
SECTION 5.11. DELAY OR OMISSION NOT WAIVER ...................................39
SECTION 5.12. CONTROL BY HOLDERS .............................................39
SECTION 5.13. WAIVER OF PAST DEFAULTS ........................................39
SECTION 5.14. UNDERTAKING FOR COSTS ..........................................39

                                      iii



SECTION 5.15. WAIVER OF STAY OR EXTENSION LAWS ............................   40

                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES .........................   40
SECTION 6.02. NOTICE OF DEFAULTS ..........................................   41
SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE ...................................   41
SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES ......   42
SECTION 6.05. MAY HOLD SECURITIES .........................................   42
SECTION 6.06. MONEY HELD IN TRUST .........................................   43
SECTION 6.07. COMPENSATION AND REIMBURSEMENT ..............................   43
SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS .....................   43
SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY .....................   48
SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR ...........   48
SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR ......................   49
SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS..   50
SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY ...........   50
SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT .........................   54

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS....   56
SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS ......   56
SECTION 7.03. REPORTS BY TRUSTEE ..........................................   57
SECTION 7.04. REPORTS BY COMPANY ..........................................   58

                                  ARTICLE EIGHT

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS ........   59
SECTION 8.02. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION ..................   59

                                       iv





                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS ...........  60
SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS ..............  61
SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES .........................  62
SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES ............................  63
SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT ..........................  63
SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES ...........  63

                                  ARTICLE TEN

                                   COVENANTS

SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST ..................  63
SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY .............................  63
SECTION 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST ...........  64
SECTION 10.04. DISQUALIFICATION; CONFLICTING INTERESTS .....................  66
SECTION 10.05. WAIVER OF CERTAIN COVENANTS .................................  66
SECTION 10.06. ADDITIONAL AMOUNTS ..........................................  66
SECTION 10.07. NO LIEN CREATED, ETC ........................................  67
SECTION 10.08. LIMITATION ON LIENS .........................................  67
SECTION 10.09. LIMITATIONS ON SALE AND LEASE-BACK ..........................  69

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 11.01. APPLICABILITY OF ARTICLE ....................................  70
SECTION 11.02. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED ...........  70
SECTION 11.03. NOTICE OF REDEMPTION ........................................  70
SECTION 11.04. DEPOSIT OF REDEMPTION PRICE .................................  71
SECTION 11.05. SECURITIES PAYABLE ON REDEMPTION DATE .......................  71
SECTION 11.06. SECURITIES REDEEMED IN PART .................................  72
SECTION 11.07. RIGHT TO REQUIRE REPURCHASE OF SECURITIES BY THE COMPANY
UPON CHANGE IN CONTROL AND DECLINE IN DEBT RATING ..........................  72

                                       v



                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 12.01. APPLICABILITY OF ARTICLE .................................   74
SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES ....   74
SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND ................   74

                                ARTICLE THIRTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

SECTION 13.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED ................   75
SECTION 13.02. CALL, NOTICE AND PLACE OF MEETINGS .......................   75
SECTION 13.03. PERSONS ENTITLED TO VOTE AT MEETINGS .....................   75
SECTION 13.04. QUORUM; ACTION ...........................................   76
SECTION 13.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETINGS .............................................................   76
SECTION 13.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS ..........   77

                                       vi


                    INDENTURE, dated as of _______________ ___, 2001, between
               ASHLAND INC., a corporation duly organized and existing under the
               laws of the Commonwealth of Kentucky (herein called the
               "Company"), having its principal office at 50 E. RiverCenter
               Blvd., Covington, Kentucky 41011 and U. S. Bank National
               Association, a national banking association duly incorporated and
               existing under the laws of the United States (herein called the
               "Trustee").

                             RECITALS OF THE COMPANY

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

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        Definitions and Other Provisions
                        --------------------------------
                             of General Application
                             ----------------------

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

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

          (2)  all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

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


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

          Certain terms, used solely or principally within an Article of this
Indenture, may be defined in that Article.

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

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

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
securities of one or more series.

          "Authorized Newspaper" means a newspaper of general circulation in the
place of publication, printed in the English Language or official language of
the country of publication and customarily published on each Business Day,
whether or not published on Saturdays, Sundays or holidays. Whenever successive
weekly publications in an Authorized Newspaper are authorized or required
hereunder, they may be made (unless otherwise expressly provided herein) on the
same or different days of the week and in the same or different Authorized
Newspapers.

          "Bearer Security" means any Security which is not registered in the
Security Register as to principal (including without limitation any Security in
temporary or definitive global bearer form).

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

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

          "Business Day", when used with respect to any Place of Payment or
place of publication, means any day which is not a day on which banking
institutions generally in that Place of Payment or place of publication are
authorized or obligated by or pursuant to law, regulation or executive order to
close or as specified for a series of Securities pursuant to Section 3.01 or as
specified for any Security in such Security.

          "Change in Control" has the meaning specified in Section 11.07.


                                       2

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

          "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation, and shall also mean any obligor
upon the Securities authenticated and delivered under this Indenture.

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

     "Corporate Trust Office" means the office of the Trustee in Cincinnati,
Ohio, at which at any particular time its corporate trust business shall be
principally administered, which office at the date hereof is located at 425
Walnut Street, 6th Floor, Cincinnati, OH 45202, Attn: Corporate Trust
Department, except that, with respect to presentation of Securities for payment
or registration of transfers and exchanges and the location of the Security
Registrar, such term means the office or agency of the Trustee in said city at
which at any particular time its corporate agency business shall be conducted,
which at the date hereof is located at 425 Walnut Street, 6th Floor, Cincinnati,
OH 45202, Attn: Corporate Trust Department.

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

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

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

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

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

          "Euroclear" means the operator of the Euroclear System.

                                       3
          "European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

          "Event of Default" has the meaning specified in Section 5.01.

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

          "Full Rating Category" has the meaning specified in Section 11.07.

          "Global Security" means a Registered Security or a Bearer Security
evidencing all or part of a series of Securities issued to the Depositary for
such series in accordance with Section 3.03.

          "Holder" or "holder" means, with respect to a Registered Security, the
Person in whose name at the time a particular Registered Security is registered
in the Security Register and, with respect to a Bearer Security and/or Coupon,
the bearer thereof.

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01.

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

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

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

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company and who shall be reasonably acceptable
to the Trustee. Each Opinion of Counsel shall contain the statements provided in
Section 1.02, if applicable.

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

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


                                       4

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

          (iii) Securities which have been paid pursuant to Section 3.06 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
--------  -------
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Outstanding Securities or the
number of votes entitled to be cast by each Holder of a Security in respect of
such security at any such meeting (1) the principal amount of a Security
denominated in a Foreign Currency or currency unit shall be the Dollar
equivalent (as determined by the Company in good faith) as of the date of
original issuance of such Security of the principal amount of such Security and
(ii) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, or upon any such determination as to the
presence of a quorum, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledge establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

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

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

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
Particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in


                                       5

exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a
Security to which a mutilated, destroyed, lost or stolen coupon appertains shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security or the Security to which the mutilated, destroyed, lost or stolen
coupon appertains, as the case may be.

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

          "Redemption Price", when used with respect to any Security to be
redeemed, means the price, in the currency or currency unit in which such
Security is payable, at which it is to be redeemed pursuant to this Indenture.

          "Registered Security" means any Security (including without limitation
any Security in temporary or definitive global registered form) which is
registered in the Security Register.

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 3.01, which date shall be, unless
otherwise specified pursuant to Section 3.01, the fifteenth day preceding such
Interest Payment Date, whether or not such day shall be a Business Day.

          "Required Currency" has the meaning specified in Section 1.15.

          "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, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any senior trust officer, 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 appropriate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

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

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

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

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


                                       6

          "Subsidiary" means any corporation (a) substantially all the property
of which is located, and substantially all the operations of which are
conducted, in the continental United States of America, and (b) of which the
Company, directly or indirectly, owns more than fifty percent (50%) of the
outstanding stock which at the time shall have by the terms thereof ordinary
voting power to elect directors of such corporation, irrespective of whether or
not at the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency,
or (c) any such corporation of which such percentage of shares of outstanding
stock of the character described in the foregoing clause (b) shall at the time
be owned, directly or indirectly, by the Company and one or more Subsidiaries as
defined in the foregoing clauses (a) and (b) or by one or more such
Subsidiaries.

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

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 9.05.

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

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

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

          "Voting Stock" means stock of any class or classes (however
designated) the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of a majority of the directors
(or persons performing similar functions) of the corporation, association or
other business entity in question, even though the right so to vote is at the
time suspended by reasons of the happening of such a contingency.

          SECTION 1.02. Compliance Certificates and Opinions. Except as
                        ------------------------------------
otherwise expressly provided by this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have


                                       7

been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

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

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

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

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

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

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

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

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

          SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization,
                        ---------------
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing, or by any


                                       8

Person duly authorized by means of any written certification, proxy or other
authorization furnished by a Depositary. If Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of such the record of Holders of Securities of such series voting in
series may, alternatively, be embodied in and evidenced by the record of Holders
of Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Thirteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record are delivered to the Trustee and, where
it is hereby expressly required, to the Company. Such instrument or instruments
or record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments or so voting at any such meeting or, in the case of the Depositary,
furnishing the written certification, proxy or other authorization pursuant to
which such instrument or instruments are signed. Proof of execution of any such
instrument or of a writing appointing any such agent or authorizing any such
Person or any such written certification or proxy shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section. The
record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 13.06.

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

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

          (d) The fact and date of execution of any such instrument or writing
pursuant to clause (c) above, the authority of the Person executing the same and
the principal amount and serial numbers of Bearer Securities held by the Person
so executing such instrument or writing and the date of holding the same may
also be proved in any other manner which the Trustee


                                       9

deems sufficient; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this clause.

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

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

          (g) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the holders
      --------
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

          SECTION 1.05. Notices, etc. to Trustee and Company. Any request,
                        ------------------------------------
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company shall be made, given,
     furnished or filed in writing to or with the Trustee at its Corporate Trust
     Office, Attention: Corporate Trust Administration and unless otherwise
     herein expressly provided, any such document shall be deemed to be
     sufficiently made, given, furnished or filed upon its receipt by a
     Responsible Officer of the Trustee assigned to its Corporate Trust
     Administration, or

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

          SECTION 1.06. Notice to Holders; Waiver. Where this Indenture provides
                        -------------------------
for notice to Holders of any event:

                                       10

                   (i) if any of the Securities affected by such event are
         Registered Securities, such notice shall be sufficiently given (unless
         otherwise herein expressly provided) if in writing and mailed,
         first-class postage prepaid, to each Holder affected by such event, at
         his address as it appears in the Security Register, within the time
         prescribed for the giving of such notice, and

                   (ii) if any of the Securities affected by such event are
         Bearer Securities, such notice shall be sufficiently given (unless
         otherwise herein expressly provided or unless otherwise specified in
         such Securities) if published once in an Authorized Newspaper in New
         York City and London and such other cities as shall be specified with
         respect to such Securities and mailed to such Persons whose names and
         addresses were previously filed with the Trustee within the two
         preceding years pursuant to Section 7.03(d), within the time prescribed
         for the giving of such notice.

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

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

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

                   SECTION 1.07. Conflict with Trust Indenture Act. If any
                                 ---------------------------------
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.

                   SECTION 1.08. Effect of Headings and Table of Contents. The
                                 ----------------------------------------
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                                       11

     SECTION 1.09. Successors and Assigns.  All covenants and agreements in this
                   ----------------------
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 1.10. Separability Clause. In case any provision in this Indenture
                   -------------------
or in the Securities or Coupons shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in the
                   ---------------------
Securities or Coupons, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

     SECTION 1.12. Governing Law.  This Indenture and the Securities and Coupons
                   -------------
shall be governed by and construed in accordance with the laws of the State of
New York.

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

     SECTION 1.14. Moneys of Different Currencies to be Segregated. The Trustee
                   -----------------------------------------------
shall segregate moneys, funds and accounts held by the Trustee hereunder in one
currency (or unit thereof) from any moneys, funds or accounts in any other
currencies (or units thereof) notwithstanding any provision herein which would
otherwise permit the Trustee to commingle such amounts.

     SECTION 1.15. Payment to be in Proper Currency. In the case of any Security
                   --------------------------------
denominated in any particular currency or currency unit (the "Required
Currency"), except as otherwise provided herein, therein or in or pursuant to
the related Board Resolution or supplemental indenture, the obligation of the
Company to make any payment of principal, premium or interest thereon shall not
be discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency or currency unit other than the Required Currency,
except to the extent that such tender or recovery shall result in the Trustee
timely holding the full amount of the Required Currency then due and payable. If
any such tender or recovery is made in other than the Required Currency, the
Trustee may take such actions as it considers appropriate to exchange such other
currency or currency unit for the Required Currency. The costs and risks of any
such exchange, including without limitation the risks of delay and exchange rate
fluctuation, shall be borne by the Company, the Company shall remain fully
liable for any shortfall or delinquency in the full amount of the Required
Currency then due and payable and in no circumstances shall the Trustee be
liable therefor. The Company hereby waives any defense of payment based upon any
such tender or recovery which is not in the

                                       12

Required Currency, or which, when exchanged for the Required Currency by the
Trustee, is less than the full amount of the Required Currency then due and
payable.

     SECTION 1.16. Language of Notices, etc. Any request, demand, authorization,
                   ------------------------
direction, notice, consent or waiver required or permitted under this Indenture
shall be in the English language, except that any published notice may be in an
official language of the country of publication.

                                   ARTICLE TWO

                                 Security Forms
                                 --------------

     SECTION 2.01. Forms Generally. The Securities of each series and the
                   ---------------
Coupons, if any, to be attached thereto shall be in substantially the forms
(including temporary or definitive global form) as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities and Coupons, if any, as evidenced by their
execution of the Securities and Coupons, if any. If the forms of Securities or
Coupons of any series (or any such temporary or definitive Global Security) are
established by, or by action taken pursuant to a Board Resolution, a copy of the
Board Resolution together with an appropriate record of any action taken
pursuant thereto, which Board Resolution or record of such action shall have
attached thereto a true and correct copy of the forms of Security approved by or
pursuant to such Board Resolution, shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities (or any such temporary or
definitive Global Security) or Coupons.

     Unless otherwise specified as contemplated by Section 3.01, Securities in
bearer form shall have interest Coupons attached.

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

     SECTION 2.02. Form of Trustee's Certificate of Authentication. The
                   -----------------------------------------------
Trustee's certificate of authentication shall be in substantially the following
form:

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



                                                      [full name of Trustee]
                                                      as Trustee

                                       13

                           By _______________________
                               Authorized Officer

                   SECTION 2.03. Securities in Global Form. If Securities of a
                                 -------------------------
series are issuable in global form, as specified as contemplated by Section
3.01, then, notwithstanding clause (8) of Section 3.01 and the provisions of
Section 3.02, such Security shall represent such of the Outstanding Securities
of such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 3.03 or Section 3.04. Subject to the
provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee shall
deliver and redeliver any Security in definitive global bearer form in the
manner and upon written instructions given by the Person or Persons specified
therein or in the applicable Company Order. If a Company Order pursuant to
Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section
1.02 and need not be accompanied by an Opinion of Counsel. The beneficial owner
of a Note represented by a definitive Global Security in bearer form may, upon
no less than 30 days' written notice to the Trustee, given by the beneficial
owner through a Depositary, exchange its interest in such definitive Global
Security for a definitive Bearer Note or Notes, or a definitive Registered Note
or Notes, of any authorized denomination. No individual definitive Bearer Note
will be delivered in or to the United States.

                   The provisions of the last sentence of the third to the last
paragraph of Section 3.03 shall apply to any Security represented by a Security
in global form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Security in global form together with
written instructions (which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of the third to the last paragraph
of Section 3.03.

                   Notwithstanding the provisions of Sections 2.01 and 3.07,
unless otherwise specified as contemplated by Section 3.01, payment of principal
of and any premium and any interest on any Security in definitive global form
shall be made to the Person or Persons specified therein.

                                  ARTICLE THREE

                                 The Securities
                                 --------------

                   SECTION 3.01. Amount Unlimited; Issuable in Series.  The
                                 ------------------------------------
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

                                       14

                   The Securities may be issued in one or more series. Not all
Securities of any one series need be issued at the same time, and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series. There shall be established in or pursuant to a Board
Resolution and set forth in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series,

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

                   (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or
         11.06 and except for any Securities which, pursuant to Section 3.03 are
         deemed never to have been authenticated and delivered hereunder);

                   (3) the date or dates on which the principal (and premium, if
         any) of any of the Securities of the series are payable or the method
         of determination thereof;

                   (4) the rate or rates, or the method of determination
         thereof, at which any of the Securities of the series shall bear
         interest, if any, the date or dates from which such interest shall
         accrue, the Interest Payment Dates on which such interest shall be
         payable and the Regular Record Date for the interest payable on any
         Registered Securities on any Interest Payment Date;

                   (5) the place or places where the principal of (and premium,
         if any) and interest, if any, on any of the Securities and Coupons, if
         any of the series shall be payable and the office or agency for the
         Securities of the series maintained by the Company pursuant to Section
         10.02;

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

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

                   (8) if other than denominations of $1,000, if registered, and
         $5,000, if bearer, and in any integral multiple of the applicable
         denominations for Securities denominated in Dollars, the denominations
         in which the Securities of the series shall be issuable;

                   (9) if other than the principal amount thereof, the portion
         of the principal amount of any of the Securities of the series which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 5.02;

                                       15

                (10) the application, if any, of Section 4.03, or such other
         means of satisfaction and discharge as may be specified for the
         Securities and Coupons, if any, for a series;

                (11) any deletions or modifications of or additions to the
         Events of Default set forth in Section 5.01 or covenants of the Company
         set forth in Article Ten pertaining to the Securities of the series
         (including without limitation whether the provisions of Section 10.08
         or 10.09 shall not be applicable to the Securities of the series);

                (12) the forms of the Securities and Coupons, if any, of the
         series;

                (13) if other than Dollars, the coin or currency or currencies,
         or currency unit or units, in which payment of the principal of (and
         premium, if any) and interest, if any, on any of the Securities of the
         series shall be payable;

                (14) if the principal of (and premium, if any) or interest, if
         any, on any of the Securities of the series are to be payable at the
         election of the Company or a Holder thereof, or under some or all other
         circumstances, in a coin or currency or currencies, or currency unit or
         units, other than that in which the Securities are denominated, the
         period or periods within which, and the terms and conditions upon
         which, such election may be

                made, or the other circumstances under which any of the
         Securities are to be so payable, and any provision requiring the Holder
         to bear currency exchange costs by deduction from such payments;

                (15) if the amount of payments of principal (and premium, if
         any) or interest, if any, on any of the Securities of the series may be
         determined with reference to an index based on (i) a coin or currency
         or currencies, or currency unit or units other than that in which such
         Securities are stated to be payable or (ii) any method not inconsistent
         with the provisions of this Indenture specified in or pursuant to such
         Board Resolution, then in each case (i) and (ii) the manner in which
         such amounts shall be determined;

                (16) whether the Securities of the series are to be issued as
         Registered Securities or Bearer Securities (with or without Coupons);
         whether Bearer Securities may be exchanged for Registered Securities of
         the series and whether Registered Securities may be exchanged for
         Bearer Securities of the series (if permitted by applicable laws and
         regulations) and the circumstances under which and the place or places
         where any such exchanges, if permitted, may be made; and whether the
         Securities of the series shall be issued in whole or in part in the
         form of one or more Global Securities and, in such case, the Depositary
         for such Global Security or Securities and whether any Global
         Securities of the series are to be issuable initially in temporary form
         and whether any Global Securities of the series are to be issuable in
         definitive form with or without coupons and, if so, whether beneficial
         owners of interests in any such definitive Global Security may exchange
         such interests for Securities of such series and of like tenor of any
         authorized form and denomination and the circumstances under which and
         the place or places where any such exchanges may occur, if other than
         in the manner provided in Section 3.05;

                (17) whether and under what circumstances and with what
         procedures and documentation the Company will pay additional amounts on
         any of the Securities and Coupons, if any, of the series to any Holder
         who is not a U.S. Person (including a

                                       16

     definition of such term), in respect of any tax, assessment or governmental
     charge withheld or deducted and, if so, whether the Company will have the
     option to redeem such Securities rather than pay additional amounts (and
     the terms of any such option);

                   (18) the Person to whom any interest on any Registered
     Security of the series shall be payable, if other than the Person in whose
     name that Security (or one or more Predecessor Securities) is registered at
     the close of business on the Regular Record Date for such interest, the
     manner in which, or the Person to whom, any interest on any Bearer Security
     of the series shall be payable, if otherwise than upon presentation and
     surrender of the Coupons appertaining thereto as they severally mature and
     to the extent to which, or the manner in which, any interest payable on a
     temporary Global Security on an Interest Payment Date will be paid if other
     than in the manner provided in Section 3.04; and

                   (19) any other terms of any of the Securities of the series.

                   All Securities of any one series and the Coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 3.03) set forth in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

                   At the option of the Company, interest on the Registered
Securities of any series that bears interest may be paid by mailing a check to
the address of any Holder as such address shall appear in the Securities
Register.

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

                   SECTION 3.02. Denominations. The Securities of each series
                                 -------------
shall be issuable in such denominations as shall be specified as contemplated by
Section 3.01. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series denominated in Dollars
shall be issuable in denominations of $1,000, if registered, and $5,000, if
bearer, and in any integral multiple of the applicable denominations. Securities
of each series shall be numbered, lettered or otherwise distinguished in such
manner or in accordance with such plan as the officers of the Company executing
the same may determine with the approval of the Trustee.

                   SECTION 3.03. Execution, Authentication, Delivery and Dating.
                                 ----------------------------------------------
The Securities shall be executed on behalf of the Company by manual or facsimile
signatures of its Chairman, its President or any of its Vice Presidents or its
Treasurer, under its corporate seal reproduced thereon attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries. Any
Coupons shall be executed on behalf of the Company by the manual or facsimile
signature of any such officer of the Company.

                                       17

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any Coupons appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
                                                      -----------------
in connection with its original issuance, no Bearer Security (including any
temporary Bearer Security issued pursuant to Section 3.04 which is not a Global
Security) shall be mailed or otherwise delivered to any location in the United
States; and provided; further that a Bearer Security may be delivered outside
            -----------------
the United States in connection with its original issuance only if the Person
entitled to receive such Bearer Security (including any temporary Bearer
Security issued pursuant to Section 3.04 which is not a Global Security) shall
have furnished a certificate in the form set forth in Exhibit A.1 to this
Indenture, dated on the earlier of the first Interest Payment Date and the date
of the delivery of the Bearer Security in definitive form. If any Security shall
be represented by a definitive Global Security in bearer form, then, for
purposes of this Section and Section 3.04, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary Global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner's interest in
such definitive Global Security in bearer form. Except as permitted by Section
3.06, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant Coupons for interest then matured have been detached and
canceled.

                   If the forms or terms of the Securities of the series and any
related Coupons have been established by or pursuant to one or more Board
Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating:

                   (a) if the forms of such Securities and any Coupons have been
         established by or pursuant to a Board Resolution as permitted by
         Section 2.01, that such forms have been established in conformity with
         the provisions of this Indenture;

                   (b) if the terms of such Securities and any Coupons have been
         or are to be established by or pursuant to a Board Resolution as
         permitted by Section 3.01, that such terms (or in the case of the
         issuance of Securities pursuant to the next paragraph, the procedures
         for determining such terms) have been established in conformity with
         the provisions of this Indenture; and

                   (c) that such Securities, together with any Coupons
         appertaining thereto, when authenticated and delivered by the Trustee
         and issued by the Company in the manner and subject to any conditions
         specified in such Opinion of Counsel, will constitute valid and legally
         binding obligations of the Company, entitled to the benefits of the
         Indenture and enforceable in accordance with their terms, subject, as
         to enforcement, to bankruptcy,

                                       18

         insolvency, reorganization and other laws of general applicability
         relating to or affecting the enforcement of creditors' rights and to
         general equity principles.

If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee. Without limiting the
generality of the foregoing, the Trustee shall not be required to authenticate
Securities denominated in a Foreign Currency if the Trustee reasonably believes
that it will be unable to perform its duties with respect to such Securities.

                   Each Registered Security shall be dated the date of its
authentication; and each Bearer Security and any Global Security in bearer form
shall be dated as of the date of original issuance of the first Security of such
series to be issued.

                   No Security or Coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been duly authenticated and delivered
hereunder but never issued and sold by the Company, and the Company' shall
deliver such Security to the Trustee for cancellation as provided in Section
3.09 together with a written statement (which need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

                   If the Company shall establish pursuant to Section 3.01 that
the Securities of a series are to be issued in whole or in part in the form of a
Global Security, then the Company shall execute and the Trustee shall in
accordance with this Section and the Company Order with respect to such series,
authenticate and deliver the Global Security that (i) shall represent and shall
be denominated in an aggregate amount equal to the aggregate principal amount of
Outstanding Securities of such series to be represented by the Global Security,
(ii) shall be registered, if in registered form, in the name of the Depositary
for such Global Security or the nominee of such Depositary, and (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instruction.

                   Each Depositary designated pursuant to Section 3.01 for a
Global Security in registered form must, at the time of its designation and at
all times while it serves as Depositary, be a clearing agency registered under
the Securities Exchange Act of 1934 and any other applicable statute or
regulation.

                   SECTION 3.04. Temporary Securities. Pending the preparation
                                 --------------------
of definitive Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form or,
if authorized, in

                                       19

bearer form with one or more Coupons or without Coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced conclusively by
their execution of such Securities. Such temporary Securities may be in global
form.

                   Except in the case of temporary Global Securities in bearer
form (which shall be exchanged in accordance with the provisions of the
following paragraphs), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company maintained pursuant to
Section 10.02 in a Place of Payment for such series for the purpose of exchanges
of Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured Coupons appertaining thereto) the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same series and of like tenor
or authorized denominations and having the same terms and conditions; provided,
                                                                      --------
however, that no definitive Bearer Security shall be delivered in exchange for a
-------
temporary Registered Security; and provided further that a definitive Bearer
                                   -------- -------
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 3.03.

If temporary Global Securities of any series are issued in bearer form, any such
temporary Global Securities in bearer form shall, unless otherwise provided
therein, be delivered to the London office of a Depositary (the "Common
Depositary"), for the benefit of Euroclear and Clearstream Banking, Societe
Anonyme "Clearstream Luxembourg", for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they may
direct).

                   Without unnecessary delay but not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security (but in any event in the case of definitive Securities to be delivered
in bearer form not before the beneficial owners of interests in the temporary
Global Security have provided the certification set forth in Section 3.03) (the
"Exchange Date"), the Company shall deliver to the Trustee definitive
Securities, in aggregate principal amount equal to the principal amount of such
temporary Global Security, executed by the Company. On or after the Exchange
Date such temporary Global Security shall be surrendered by the Common
Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary Global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary Global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary Global Security in bearer form shall be in bearer form, registered
form, definitive global form (registered or bearer), or any combination thereof,
as specified as contemplated by Section 3.01, and, if any combination thereof is
so specified, as requested by the beneficial owner thereof; provided, however,
                                                            --------  -------
that, unless otherwise specified in such temporary Global Security in bearer
form, upon such presentation by the Common Depositary, such temporary Global
Security in bearer form shall be accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by Euroclear as to the portion of such
temporary Global Security in


                                       20

bearer form held for its account then to be exchanged and a certificate dated
the Exchange Date or a subsequent date and signed by Clearstream Luxembourg as
to the portion of such temporary Global Security in bearer form held for its
account then to be exchanged, each in the form set forth in Exhibit A.2 to this
Indenture; and provided further that definitive Bearer Securities shall be
---------------- delivered in exchange for a portion of a temporary Global
Security in bearer form only in compliance with the requirements of Section
3.03.

Unless otherwise specified in such temporary Global Security in bearer form, the
interest of a beneficial owner of Securities of a series in a temporary Global
Security in bearer form shall be exchanged for definitive Securities of the same
series and of like tenor following the Exchange Date when the beneficial owner
instructs Euroclear or Clearstream Luxembourg, as the case may be, to request
such exchange on his behalf and delivers to Euroclear or Clearstream Luxembourg,
as the case may be, a certificate in the form set forth in Exhibit A.1 to this
Indenture, dated on the earlier of the first Interest Payment Date and the date
of delivery of the Securities in definitive form, copies of which certificate in
blank shall be available from the offices of Euroclear, Clearstream Luxembourg,
the Trustee, any Authenticating Agent appointed for such series of Securities
and any Paying Agent appointed for such series of Securities. Unless otherwise
specified in such temporary Global Security in bearer form, any such exchange
shall be made free of charge to the beneficial owners of such temporary Global
Security in bearer form, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the like in the
event that such Person does not take delivery of such definitive Securities in
person at the offices of Euroclear or Clearstream Luxembourg. The definitive
Securities in bearer form to be delivered in exchange for any portion of a
temporary Global Security in bearer form shall be delivered only outside the
United States.

Until exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 3.01, interest payable on a temporary Global Security
in bearer form on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear
and Clearstream Luxembourg on such Interest Payment Date upon delivery by
Euroclear and Clearstream Luxembourg to the Trustee of a certificate or
certificates in the form set forth in Exhibit A.3 to this Indenture, for credit
without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary Global Security in bearer form (or to such other accounts as they may
direct) on such Interest Payment Date and who have each delivered to Euroclear
or Clearstream Luxembourg, as the case may be, a certificate in the form set
forth in Exhibit A.4 to this Indenture. Any interest so received by Euroclear
and Clearstream Luxembourg and not paid as herein provided shall be returned to
the Trustee immediately prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company in accordance with Section
10.03.

          SECTION 3.05. Registration; Registration of Transfer and Exchange. The
                        ---------------------------------------------------
Company shall cause to be kept at an office or agency to be maintained by the
Company in accordance with Section 10.02 a register (the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered Securities and the registration
of transfers of Registered Securities. The Trustee is

                                       21

hereby appointed "Security Registrar" for the purpose of registering
Registered Securities and transfers of Registered Securities as herein provided.

          Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained pursuant to
Section 10.02 for such purpose in a Place of Payment for such series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor and having the same terms and conditions.

          The Company may establish pursuant to Section 3.01 that, at the option
of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor and having the same terms and
conditions, upon surrender of the Securities to be exchanged at any such office
or agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive. Bearer Securities
may not be issued in exchange for Registered Securities.

          At the option of the Holder (if so provided pursuant to Section 3.01)
Bearer Securities of any series may be exchanged for Registered Securities of
the same series of any authorized denominations and of a like aggregate
principal amount and tenor and having the same terms and conditions, upon
surrender of the Bearer Securities to be exchanged at any such office or agency,
with all unmatured Coupons and all matured Coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured Coupon or Coupons or matured Coupon or Coupons in default, such
exchange may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company in an amount equal to the face amount of such
missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons
may be waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing Coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 10.02,
         --------  -------
interest represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of Business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.

                                       22

          Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

          Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any definitive Global Security in bearer form
shall be exchangeable only as provided in this paragraph. If the beneficial
owners of interests in a definitive Global Security in bearer form are entitled
to exchange such interests for Securities of such series and of like tenor and
principal amount of another authorized form and denomination, as specified as
contemplated by Section 3.01, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such definitive Global
Security in bearer form, executed by the Company. On or after the earliest date
on which such interest may be so exchanged, such definitive Global Security in
bearer form shall be surrendered by the Common Depositary or such other
depositary or Common Depositary as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such definitive Global Security in bearer form, an equal
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such definitive
Global Security in bearer form to be exchanged which, unless the Securities of
the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 3.01, shall be in the form
of Bearer Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof; provided, however, that no
                                                    -----------------
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of that series to be redeemed and ending
on the relevant Redemption Date; and provided further that no Bearer Security
                                     ----------------
delivered in exchange for a portion of a definitive Global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a definitive Global
Security in bearer form after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such definitive Global Security in bearer
form is payable in accordance with the provisions of this Indenture.

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

          Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee or
any transfer agent) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the

                                       23

Company and the Security Registrar or any transfer agent duly executed, by the
Holder thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.06 not involving any transfer.

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

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

          If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, the Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

                                       24

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

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

          (ii) to such Depositary a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of definitive Securities
     delivered to Holders thereof.

          In any exchange provided for in any of the preceding three paragraphs,
the Company will execute and the Trustee will authenticate and deliver
Securities (a) in definitive registered form in authorized denominations, if the
Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Securities of such series are issuable as Bearer Securities or (c) as either
Registered or Bearer Securities, if the Securities of such series are issuable
in either form; provided, however, that a definitive Bearer Security shall be
                -----------------
delivered in exchange for a temporary Global Security only in compliance with
the conditions set forth in Section 3.04; and provided further that delivery of
                                              ----------------
a Bearer Security shall occur only outside the United States.

          Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be canceled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Registered Securities to the persons in whose names such
Securities are so registered.

          Unless otherwise specified by the Company pursuant to Section 3.01, a
Global Security representing all or a portion of the Securities of a series may
not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary for such series or a nominee of such successor
Depositary.

          SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If any
                        ------------------------------------------------
mutilated Security or Security with a mutilated Coupon appertaining to it is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and with the same terms and conditions
and bearing a number not contemporaneously outstanding with Coupons
corresponding to the Coupons, if any, appertaining to the surrendered Security.

                                       25

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

          In case any such mutilated, destroyed, lost or stolen Security or
Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security or Coupon pay such Security or
Coupon; provided, however, that principal of (and premium, if any) and any
        -----------------
interest on Bearer Securities shall, except as otherwise provided in Section
10.02, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 3.01, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.

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

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

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

          SECTION 3.07. Payment of Interest; Interest Rights Preserved. Unless
                        ----------------------------------------------
otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, interest on any Registered Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

          Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall cease to be payable to
the Holder on the relevant Regular Record Date by virtue

                                       26

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

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

          Subject to the foregoing provisions of this Section and Section 3.05,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

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

          SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a
                        ---------------------
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the

                                       27

Company or the Trustee may treat the Person in whose name such Registered
Security is registered as the owner of such Registered Security for the purpose
of receiving payment of principal of (and premium, if any) and (subject to
Sections 3.05 and 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

          Title to any Bearer Security and any Coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the Holder of any Bearer Security and the Holder of any
Coupon as the absolute owner of such Security or Coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or Coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

          SECTION 3.09. Cancellation. All Securities and Coupons surrendered for
                        ------------
payment, redemption, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Securities and Coupons so delivered
shall be promptly canceled by the Trustee. All Bearer Securities and unmatured
Coupons held by the Trustee pending such cancellation shall be deemed to be
delivered for cancellation for all purposes of this Indenture and the
Securities. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities and Coupons held by the
Trustee shall be destroyed in a manner selected by the Trustee unless otherwise
directed by a Company Order.

          SECTION 3.10. Computation of Interest. Except as otherwise specified
                        -----------------------
as contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

          SECTION 3.11. Compliance with Certain Laws and Regulations. If any
                        --------------------------------------------
Bearer Securities are to be issued in any series of Securities, the Company will
use reasonable efforts to provide for arrangements and procedures designed
pursuant to then applicable laws and regulations, if any, to ensure that such
Bearer Securities are sold or resold, exchanged, transferred and paid only in
compliance with such laws and regulations and without adverse consequences to
the Company, the Holders and the Trustee.

          SECTION 3.12. Medium-Term Securities. Notwithstanding any contrary
                        ----------------------
provision herein, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Company Order, Officers'
Certificate, supplemental indenture or Opinion of Counsel otherwise required
pursuant to Sections 1.02, 3.01, 3.03 and 3.04 at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

                                       28

          An Officers' Certificate or supplemental indenture, delivered pursuant
to this Section 3.12 in the circumstances set forth in the preceding paragraph
may provide that Securities which are the subject thereof will be authenticated
and delivered by the Trustee on original issue from time to time upon the
telephonic or written order of persons designated in such Officers' Certificate
or supplemental indenture (telephonic instructions to be promptly confirmed in
writing by such persons) and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture such terms and conditions of said Securities as are specified in such
Officers' Certificate or supplemental indenture, provided that the foregoing
procedure is acceptable to the Trustee.

                                  ARTICLE FOUR

                           Satisfaction and Discharge
                           --------------------------

          SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture
                        ---------------------------------------
shall upon Company Request cease to be of further effect with respect to a
series of Securities (except as to any surviving rights of (as applicable)
registration of transfer or exchange of Securities and Coupons, if any, of such
series herein expressly provided for) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to such series, when

          (1) either

                    (A) all Securities and Coupons of such series theretofore
          authenticated and delivered (other than (i) Coupons appertaining to
          Bearer Securities surrendered for exchange for Registered Securities
          and maturing after such exchange, whose surrender is not required or
          has been waived as provided in Section 3.05, (ii) Securities and
          Coupons of such series which have been destroyed, lost or stolen and
          which have been replaced or paid as provided in Section 3.06, (iii)
          Coupons appertaining to Securities called for redemption and maturing
          after the relevant Redemption Date, whose surrender has been waived as
          provided in Section 11.06, and (iv) Securities and Coupons of such
          series for whose payment money has theretofore been deposited in trust
          or segregated and held in trust by the Company and thereafter repaid
          to the Company or discharged from such trust, as provided in Section
          10.03) have been delivered to the Trustee for cancellation; or

                    (B) all such Securities and Coupons 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

                                       29

              notice of redemption by the Trustee in the name, and at the
              expense, of the Company.

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

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

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

          Notwithstanding the satisfaction and discharge of this Indenture with
respect to a series, the obligations of the Company to the Trustee under Section
6.07, the obligations of the Trustee to any Authenticating Agent under Section
6.14 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 4.02 and the last paragraph of Section 10.03 shall survive.

          SECTION 4.02. Application of Trust Money. Subject to the provisions of
                        --------------------------
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Sections 4.01 and 4.03 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and Coupons, if any, and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

          SECTION 4.03. Satisfaction, Discharge and Defeasance of Securities of
                        -------------------------------------------------------
Any Series. If this Section is specified, as contemplated by Section 3.01, to be
----------
applicable to Securities and Coupons, if any, of any series, at the Company's
option, either

          (a) the Company will be deemed to have been Discharged (as defined
     below) from its obligations with respect to Securities and Coupons, if any,
     of such series or

          (b) the Company will cease to be under any obligation to comply with
     any term, provision or condition set forth in (x) Sections 8.01, 8.02,
     10.08 and 10.09 or (y) the instrument or instruments setting forth the
     terms, provisions or conditions of such series pursuant to Section 3.01
     (provided in case of this subclause (y) that such instrument or instruments
      --------
     specify which terms, provisions or conditions, if any, are subject to this
     clause (b) provided further, however, that no such instrument may specify
                -------------------------
     that the Company may cease to comply with any obligations as to which it
     may not be

                                       30

          Discharged pursuant to the definition of "Discharged"); in each case
          (a) and (b) with respect to the Securities and Coupons, if any, of
          such series on the first day after the applicable conditions set forth
          below in (p) and either (q) or (r) have been satisfied:

                (p) (1) the Company has paid or caused to be paid all other sums
          payable with respect to the Outstanding Securities and Coupons, if
          any, of such series (in addition to any required under (q) or (r));
          and

                (2) 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, as applicable (i) the
          satisfaction and discharge of the entire indebtedness on all
          Outstanding Securities and Coupons, if any, of any such series, or
          (ii) the discharge of the obligations with respect to the Securities
          of such series set forth in (b) above, have been complied with;

                (q) (1) the Company shall have with respect to (a) or (b) above
          deposited or caused to be deposited irrevocably with the Trustee as a
          trust fund specifically pledged as security for, and dedicated solely
          to, the benefit of the Holders of the Securities and Coupons, if any,
          of such series (i) money in an amount (in such currency, currencies or
          currency unit or units in which any Outstanding Securities and
          Coupons, if any, of such series are payable) or (ii) in the case of
          Securities and Coupons, if any, denominated in Dollars, U.S.
          Government Obligations (as defined below) or, in the case of
          Securities and Coupons, if any, denominated in a Foreign Currency,
          Foreign Government Securities (as defined below), which through the
          payment of interest and principal in respect thereof in accordance
          with their terms will provide, not later than one day before the due
          date of any payment of principal (including any premium) and interest,
          if any, under the Securities and Coupons, if any, of such series,
          money in an amount or (iii) a combination of (i) and (ii), sufficient
          (in the opinion with respect to (ii) and (iii) of a nationally
          recognized firm of independent public accountants expressed in a
          written certification thereof delivered to the Trustee) to pay and
          discharge each installment of principal of (including any premium),
          and interest, if any, on, the Outstanding Securities and Coupons, if
          any, of such series on the dates such installments of interest or
          principal (including any premium) are due, in the currency, currencies
          or currency unit or units, in which such Securities and Coupons, if
          any, are payable;

                (2) (i) no Event of Default or event (including such deposit)
          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,
          (ii) no Event of Default as defined in clause (5) or (6) of Section
          5.01, or event which with notice or lapse of time or both would become
          an Event of Default under either such clause, shall have occurred
          within 90 days after the date of such deposit and (iii) such deposit
          and the related intended consequence under (a) or (b) will not result
          in any default or event of default under any material indenture,
          agreement or other instrument binding upon the Company or any
          Subsidiary or any of their properties; and

                (3) the Company shall have delivered to the Trustee an Opinion
          of Counsel to the effect that Holders of the Securities and Coupons,
          if any, of such series will not recognize income, gain or loss for
          Federal income tax purposes as a result of the


                                       31

          Company's exercise of its option under this Section 4.03 and will be
          subject to Federal income tax in the same amount, in the same manner
          and at the same times as would have been the case if such option had
          not been exercised;

                (r) the Company has properly fulfilled such other means of
          satisfaction and discharge as is specified, as contemplated by Section
          3.01, to be applicable to the Securities and Coupons, if any, of such
          series.

                Any deposits with the Trustee referred to in clause (q) (1)
above will be made under the terms of an escrow trust agreement in form
satisfactory to the Trustee. If any Outstanding Securities and Coupons, if any,
of such series are to be redeemed prior to their Stated Maturity, whether
pursuant to any mandatory redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement will
provide therefor and the Company will make arrangements for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company.

                SECTION 4.04. Reinstatement. If the Trustee is unable to apply
                              -------------
any money, U.S. Government Obligations or Foreign Government Securities in
accordance with Section 4.01 or 4.03 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities and Coupons, if any, of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 4.01 or 4.03 until such time as the Trustee is permitted to
apply all such money, U.S. Government Obligations or Foreign Government
Securities in accordance with Section 4.01 or 4.03; provided, however, that if
                                                    --------  -------
the Company has made any payment of interest on or principal of (and premium, if
any) any Securities and Coupons, 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 Securities and Coupons, if any, to receive such
payment from the money, U.S. Government Obligations or Foreign Government
Securities held by the Trustee.

                SECTION 4.05. Definitions. The following terms, as used in this
                              -----------
Article Four, shall have the following meanings:

                "Discharged" means that the Company will be deemed to have paid
          and discharged the entire indebtedness represented by, and obligations
          under, the Securities and Coupons, if any, of the series as to which
          this Section is specified as applicable as aforesaid and to have
          satisfied all the obligations under this Indenture relating to the
          Securities and Coupons, if any, of such series (and the Trustee, at
          the expense of the Company, will execute proper instruments
          acknowledging the same), except (A) the rights of Holders thereof to
          receive, from the trust fund described in clause (q) (1) above,
          payment of the principal of (premium, if any) and the interest, if
          any, on such Securities and Coupons, if any, when such payments are
          due, (B) the Company's obligations with respect to such Securities and
          Coupons, if any, under Sections 3.05 and 3.06 (insofar as applicable
          to Securities of such series), 4.02, 10.02 and 10.03 (last paragraph
          only) and the Company's obligations to the Trustee under Sections 6.07
          and 6.10, (C) the rights of Holders of Securities of any series with
          respect to the currency or currency units in which they are to receive
          payments of principal, premium, if any, and interest and (D) the
          rights, powers, trusts, duties and immunities of the Trustee
          hereunder, will survive such

                                       32


         discharge. The Company will reimburse the trust fund for any loss
         suffered by it as a result of any tax, fee or other charge imposed on
         or assessed against deposited U.S. Government Obligations or Foreign
         Government Securities, as the case may be, or any principal or interest
         paid on such obligations, and, subject to the provisions of Section
         6.07, will indemnify the Trustee against any claims made against the
         Trustee in connection with any such loss.

                  "Foreign Government Securities" means, with respect to
         Securities and Coupons, if any, of any series that are denominated in a
         Foreign Currency, securities that are (i) direct obligations of the
         government that issued or caused to be issued such currency for the
         payment of which obligations its full faith and credit is pledged or
         (ii) obligations of a Person controlled or supervised by and acting as
         an agency or instrumentality of such government the timely payment of
         which is unconditionally guaranteed as a full faith and credit
         obligation by such government, which, in either case under clauses (i)
         or (ii), are not callable or redeemable at the option of the issuer
         thereof.

                  "U.S. Government Obligations" means securities that are (i)
         direct obligations of the United States of America for the payment of
         which its full faith and credit is pledged or (ii) obligations of a
         Person controlled or supervised by and acting as an agency or
         instrumentality of the United States of America the timely payment of
         which is unconditionally guaranteed as a full faith and credit
         obligation of the United States of America, which, in either case under
         clauses (i) or (ii), are not callable or redeemable at the option of
         the issuer thereof, and will also include a depository receipt issued
         by a bank or trust company as custodian with respect to any such U.S.
         Government Obligation or a specified payment of interest on or
         principal of any such U.S. Government Obligation held by such custodian
         for the account of the holder of a depository receipt, provided that
         (except as required by law) such custodian is not authorized to make
         any deduction from the amount payable to the holder of such depository
         receipt from any amount received by the custodian in respect of the
         U.S. Government Obligation or the specific payment of interest on or
         principal of the U.S. Government Obligation evidenced by such
         depository receipt.

                                  ARTICLE FIVE

                                    Remedies
                                    --------

                  SECTION 5.01. Events of Default. "Event of Default", wherever
                                -----------------
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), unless it is either inapplicable to
a particular series or it is specifically deleted or modified in or pursuant to
the supplemental indenture or Board Resolution establishing such series of
Securities or in the form of Security for such series:

                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 30 days; or

                                       33
                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series at its Maturity; or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series, and continuance
         of such default for a period of 30 days; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in the performance or breach of which is elsewhere
         in this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of a series of
         Securities other than that series) and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

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

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

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

                  SECTION 5.02. Acceleration of Maturity; Rescission and
                                ----------------------------------------
Annulment. If an Event of Default with respect to Securities of any series at
---------
the time Outstanding occurs and is


                                       34

continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may declare
the principal amount of all of the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders) and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

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

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

               (A)  all overdue interest on all Securities of that series,

               (B) the principal of (and premium, if any, on) any Securities of
         that series which have become due otherwise than by such declaration of
         acceleration and, to the extent that payment of such interest is
         lawful, interest thereon at the rate or rates prescribed therefor in
         such Securities,

               (C) to the extent that payment of such interest is lawful,
         interest upon overdue interest at the rate or rates prescribed therefor
         in such Securities, and

               (D) in Dollars all sums paid or advanced by the Trustee hereunder
         and the reasonable compensation, expenses, disbursements and advances
         of the Trustee, its agents and counsel and all other amounts due the
         Trustee under Section 6.07;

    and

         (2) all Events of Default with respect to Securities of that series,
     other than the nonpayment of the principal of Securities of that: series
     which have become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 5.13. No such rescission shall
     affect any subsequent default or impair any right consequent thereon.

         SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
                       -------------------------------------------------------
Trustee. The Company covenants that if
-------

         (1) default is made in the payment of any interest on any Security or
     Coupon when such interest becomes due and payable and such default
     continues for the period of grace provided for with respect to such
     Security,

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

                                       35
         (3) default is made in the deposit of any sinking fund payment, when
     and as due by the terms of a Security,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and Coupons, if any, the whole amount then due and
payable on such Securities and Coupons, if any, for principal (and premium, if
any) and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and
on any overdue interest, at the rate or rates prescribed therefor in such
Securities and Coupons, if any, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 6.07.

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

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

         SECTION 5.04. Trustee May File Proofs of Claim. In case of the pendency
                       --------------------------------
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

         (i)  to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel and all other amounts due the Trustee under
     Section 6.07) and of the Holders allowed in such judicial proceeding, and

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

                                       36

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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

         SECTION 5.05. Trustee May Enforce Claims Without Possession of
                       ------------------------------------------------
Securities. All rights of action and claims under this Indenture or the
----------
Securities or Coupons, if any, may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or Coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 6.07,
be for the ratable benefit of the Holders of the Securities and Coupons, if any,
in respect of which such judgment has been recovered.

         SECTION 5.06. Application of Money Collected. Any money collected by
                       ------------------------------
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

         FIRST: to the payment of all amounts due the Trustee under Section
6.07;

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

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

         SECTION 5.07. Limitation on Suits. No Holder of any series shall have
                       -------------------
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

         (1) an Event of Default with respect to Securities of such series shall
     have occurred and be continuing and such Holder has previously given
     written notice to the Trustee of such continuing Event of Default;

                                       37

                   (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of that series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

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

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

                   (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of that
         series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture (including without limitation the provisions of Section 5.12)
to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.

                   SECTION 5.08. Unconditional Right of Holders to Receive
                                 -----------------------------------------
Principal Premium and Interest. Notwithstanding any other provision in this
------------------------------
Indenture, the Holder of any Security or any Coupon shall have the right, which
is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 3.07) interest on such Security or
Coupon on the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

                   SECTION 5.09. Restoration of Rights and Remedies. If the
                                 ----------------------------------
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                   SECTION 5.10. Rights and Remedies Cumulative. Except as
                                 ------------------------------
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                       38

                   SECTION 5.11. Delay or Omission Not Waiver. No delay or
                                 ----------------------------
omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

                   SECTION 5.12. Control by Holders. The Holders of not less
                                 ------------------
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such series;
provided that
--------

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

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

                   (3) subject to the provisions of Section 6.01, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Officers of
         the Trustee, determine that the action so directed would involve the
         Trustee in personal liability.

                   SECTION 5.13. Waiver of Past Defaults. The Holders of not
                                 -----------------------
less than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except a default

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

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

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

                   SECTION 5.14. Undertaking for Costs. All parties to this
                                 ---------------------
Indenture agree, and each Holder by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or


                                       39

defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Security or
the payment of any Coupon on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

                   SECTION 5.15. Waiver of Stay or Extension Laws. The Company
                                 --------------------------------
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE SIX

                                   The Trustee
                                   -----------

                   SECTION 6.01. Certain Duties and Responsibilities. (a) Except
                                 -----------------------------------
during the continuance of an Event of Default with respect to any series:

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

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

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

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

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

                                       40


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

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

                   (4) no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder, or in the
         exercise of any of its rights or powers, if it shall have reasonable
         grounds for believing that repayment of such funds or adequate
         indemnity against such risk or liability is not reasonably assured to
         it.

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

                   SECTION 6.02. Notice of Defaults. Within 90 days after the
                                 ------------------
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit notice of such default hereunder known to the
Trustee to the Holders of such Securities as provided in Section 7.03(d), unless
such default shall have been cured or waived; provided, however, that, except in
                                              --------  -------
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; provided
                                                                       --------
further, that in the case of any default of the character specified in Section
-------
5.01(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. 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 with respect
to Securities of such series.

                   SECTION 6.03. Certain Rights of Trustee.  Subject to the
                                 -------------------------
provisions of Section 6.01:

                   (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, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

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

                                       41
                   (c) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

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

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

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

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

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

                   SECTION 6.04. Not Responsible for Recitals or Issuance of
                                 -------------------------------------------
Securities. The recitals contained herein and in the Securities, except the
----------
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of Securities or
the proceeds thereof.

                   SECTION 6.05. May Hold Securities.  The Trustee, any
                                 -------------------
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities or warrants to purchase Securities and, subject
to Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

                                       42
                  SECTION 6.06. Money Held in Trust. Except as provided in
                                -------------------
Section 1.14, money held by the Trustee or any Paying Agent in trust hereunder
need not be segregated from other funds except to the extent required by law.
The Trustee or any Paying Agent shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                  SECTION 6.07. Compensation and Reimbursement.  The Company
                                ------------------------------
agrees

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

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

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

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

                  SECTION 6.08. Disqualification; Conflicting Interests. (a) If
                                ---------------------------------------
the Trustee has or shall acquire any conflicting interest, as defined in this
Section, with respect to the Securities and Coupons, if any, of any series, it
shall, within 90 days after ascertaining that it has such conflicting interest,
either eliminate such conflicting interest or resign with respect to the
Securities and Coupons, if any, of that series in the manner and with the effect
hereinafter specified in this Article.

                  (b) In the event that the Trustee shall fail to comply with
the provisions of Subsection (a) of this Section with respect to the Securities
of any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit notice pursuant to Section 1.06, of such failure, to all
Holders of such series.

                  (c) For the purposes of this Section, the Trustee shall be
deemed to have a conflicting interest with respect to the Securities of any
series if

                  (1) the Trustee is trustee under this Indenture with respect
         to the Outstanding Securities of any series other than that series or
         is trustee under another indenture under

                                       43
         which any other securities, or certificates of interest or
         participation in any other securities, of the Company are outstanding,
         unless such other indenture is a collateral trust indenture under
         which the only collateral consists of Securities issued under this
         Indenture; provided that there shall be excluded from the operation of
                    --------
         this paragraph this Indenture with respect to the Securities of any
         series other than that series or any indenture or indentures under
         which other securities, or certificates of interest or participation
         in other securities, of the Company are outstanding, if

                          (i) this Indenture and such other indenture or
                  indentures are wholly unsecured and such other indenture or
                  indentures are hereafter qualified under the Trust Indenture
                  Act, unless the Commission shall have found and declared by
                  order pursuant to Section 3.05(b) or Section 3.07(c) of the
                  Trust Indenture Act that differences exist between the
                  provisions of this Indenture with respect to Securities of
                  that series and one or more other series or the provisions of
                  such other indenture or indentures which are so likely to
                  involve a material conflict of interest as to make it
                  necessary in the public interest or for the protection of
                  investors to disqualify the Trustee from acting as such under
                  this Indenture with respect to the Securities of that series
                  and such other series or under such other indenture or
                  indentures, or

                          (ii) the Company shall have sustained the burden of
                  proving, on application to the Commission and after
                  opportunity for hearing thereon, that trusteeship under this
                  Indenture with respect to the Securities of that series and
                  such other series or such other indenture or indentures is not
                  so likely to involve a material conflict of interest as to
                  make it necessary in the public interest or for the protection
                  of investors to disqualify the Trustee from acting as such
                  under this Indenture with respect to the Securities of that
                  series and such other series or under much other indenture or
                  indentures;

                  (2) the Trustee or any of its directors or executive officers
         is an obligor upon the Securities or an underwriter for the Company;

                  (3) the Trustee directly or indirectly controls or is directly
         or indirectly controlled by or is under direct or indirect common
         control with the Company or an underwriter for the Company;

                  (4) the Trustee or any of its directors or executive officers
         is a director, officer partner, employee, appointee or representative
         of the Company, or of an underwriter (other than the Trustee itself)
         for the Company who is currently engaged in the business of
         underwriting, except that (i) one individual may be a director or an
         executive officer, or both, of the Trustee and a director or an
         executive officer, or both, of the Company but may not be at the same
         time an executive officer of both the Trustee and the Company; (ii) if
         and so long as the number of directors of the Trustee in office is more
         than nine, one additional individual may be a director or an executive
         officer, or both, of the Trustee and a director of the Company; and
         (iii) the Trustee may be designated by the Company or by any
         underwriter for the Company to act in the capacity of transfer agent,
         registrar, custodian, paying agent, fiscal agent, escrow agent or
         depositary, or in any other similar

                                       44

         capacity, or, subject to the provisions of paragraph (1) of this
         Subsection, to act as trustee, whether under an indenture or otherwise;

                  (5) 10% or more of the voting securities of the Trustee is
         beneficially owned either by the Company or by any director, partner or
         executive officer thereof, or 20% or more of such voting securities is
         beneficially owned, collectively, by any two or more of such persons;
         or 10% or more of the voting securities of the Trustee is beneficially
         owned either by an underwriter for the Company or by any director,
         partner or executive officer thereof, or is beneficially owned,
         collectively, by any two or more such persons;

                  (6) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined) (i) 5% or more of the voting
         securities, or 10% or more of any other class of security, of the
         Company not including the Securities issued under this Indenture and
         securities issued under any other indenture under which the Trustee is
         also trustee, or (ii) 10% or more of any class of security of an
         underwriter for the Company;

                  (7) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined) 5% or more of the voting
         securities of any person who, to the knowledge of the Trustee, owns 10%
         or more of the voting securities of, or controls directly or indirectly
         or is under direct or indirect common control with, the Company;

                  (8) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 10% or more of any class of
         security of any person who, to the knowledge of the Trustee, owns 50%
         or more of the voting securities of the Company; or

                  (9) the Trustee owns, on May 15 in any calendar year, in the
         capacity of executor, administrator, testamentary or inter vivos
         trustee, guardian, committee or conservator, or in any other similar
         capacity, an aggregate of 25% or more of the voting securities, or of
         any class of security, of any person, the beneficial ownership of a
         specified percentage of which would have constituted a conflicting
         interest under paragraph (6), (7) or (8) of this Subsection. As to any
         such securities of which the Trustee acquired ownership through
         becoming executor, administrator or testamentary trustee of an estate
         which included them, the provisions of the preceding sentence shall not
         apply, for a period of two years from the date of such acquisition, to
         the extent that such securities included in such estate do not exceed
         25% of such voting securities or 25% of any such class of security.
         Promptly after May 15 in each calendar year, the Trustee shall make a
         check of its holdings of such securities in any of the above-mentioned
         capacities as of such May 15. If the Company fails to make payment in
         full of the principal of (or premium, if any) or interest on any of the
         Securities when and as the same becomes due and payable, and such
         failure continues for 30 days thereafter, the Trustee shall make a
         prompt check of its holdings of such securities in any of the above
         mentioned capacities as of the date of the expiration of such 30-day
         period, and after such date, notwithstanding the foregoing provisions
         of this paragraph, all such securities so held by the Trustee, with
         sole or joint control over such securities vested in it, shall, but

                                       45
         only so long as such failure shall continue, be considered as though
         beneficially owned by the Trustee for the purposes of paragraphs (6),
         (7) and (8) of this Subsection.

                  The specification of percentages in paragraphs (5) to (9),
inclusive, of this Subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this Subsection.

                  For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (iii) the Trustee shall not
be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.

                  (d) For the purposes of this Section:

                  (1) The term "underwriter", when used with reference to the
         Company, means every person who, within three years prior to the time
         as of which the determination is made, has purchased from the Company
         with a view to, or has offered or sold for the Company in connection
         with, the distribution of any security of the Company outstanding at
         such time, or has participated or has had a direct or indirect
         participation in any such undertaking, or has participated or has had a
         participation in the direct or indirect underwriting of any such
         undertaking, but such term shall not include a person whose interest
         was limited to a commission from an underwriter or dealer not in excess
         of the usual and customary distributors' or sellers' commission.

                  (2) The term "director" means any director of a corporation or
         any individual performing similar functions with respect to any
         organization, whether incorporated or unincorporated.

                  (3) The term "person" means an individual, a corporation, a
         partnership, an association, a joint stock company, a trust, an
         unincorporated organization or a government or political subdivision
         thereof. As used in this paragraph, the term "trust" shall include only
         a trust where the interest or interests of the beneficiary or
         beneficiaries are evidenced by a security.

                  (4) The term "voting security" means any security presently
         entitling the owner or holder thereof to vote in the direction or
         management of the affairs of a person, or any security issued under or
         pursuant to any trust, agreement or arrangement whereby a trustee or
         trustees or agent or agents for the owner or holder of such security
         are presently entitled to vote in the direction or management of the
         affairs of a person.

                                       46
                  (5) The term "Company" means any obligor upon the Securities.

                  (6) The term "executive officer" means the president, every
         vice president, every trust officer, the cashier, the secretary and the
         treasurer of a corporation, and any individual customarily performing
         similar functions with respect to any organization whether incorporated
         or unincorporated, but shall not include the chairman of the board of
         directors.

                  (e) The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

                  (1) A specified percentage of the voting securities of the
         Trustee, the Company or any other person referred to in this Section
         (each of whom is referred to as a "person" in this paragraph) means
         such amount of the outstanding voting securities of such person as
         entitled the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to cast in
         the direction or management of the affairs of such person.

                   (2) A specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding.

                  (3) The term "amount", when used in regard to securities,
         means the principal amount if relating to evidences of indebtedness,
         the number of shares if relating to capital shares and the number of
         units if relating to any other kind of security.

                  (4) The term "outstanding" means issued and not held by or for
         the account of the issuer. The following securities shall not be deemed
         outstanding within the meaning of this definition:

                      (i)   securities of an issuer held in a sinking fund
                  relating to securities of the issuer of the same class;

                      (ii)  securities of an issuer held in a sinking fund
                  relating to another class of securities of the issuer, if the
                  obligation evidenced by such other class of securities is not
                  in default as to principal or interest or otherwise;

                      (iii) securities pledged by the issuer thereof as security
                  for an obligation of the issuer not in default as to principal
                  or interest or otherwise; and

                      (iv)  securities held in escrow if placed in escrow by the
                  issuer thereof;

         provided, however, that any voting securities of an issuer shall be
         --------  -------
         deemed outstanding if any person other than the issuer is entitled to
         exercise the voting rights thereof.

                  (5) A security shall be deemed to be of the same class as
         another security if both securities confer upon the holder or holders
         thereof substantially the same rights and privileges; provided,
                                                               --------
         however, that, in the case of secured evidences of indebtedness, all
         -------

                                       47

         of which are issued under a single indenture, differences in the
         interest rates or maturity dates of various series thereof shall not be
         deemed sufficient to constitute such series different classes; and
         provided further that, in the case of unsecured evidences of
         ----------------
         indebtedness, differences in the interest rates or maturity dates
         thereof shall not be deemed sufficient to constitute them securities
         of different classes, whether or not they are issued under a single
         indenture.

                  SECTION 6.09. Corporate Trustee Required; Eligibility. There
                                ---------------------------------------
shall at all times be a Trustee hereunder which shall be a Corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

                  SECTION 6.10. Resignation and Removal; Appointment of
                                ---------------------------------------
Successor. (a) No resignation or removal of the Trustee and no appointment of a
---------
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the resigning Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 6.08(a)
         after written request therefor by the Company or by any Holder who has
         been a bona fide Holder of a Security for at least six months, or

                  (2) the Trustee for a series shall cease to be eligible under
         Section 6.09 and shall fail to resign after written request therefor by
         the Company or by any Holder of Securities of such series, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or

                                       48

          any public officer shall take charge or control of the Trustee or of
          its property or affairs for the purpose of rehabilitation,
          conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Trustee
for any cause, with respect to the Securities of one or more series, the Company
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trust so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by giving notice of such event to all Holders of Securities of such series as
provided by Section 1.06. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

                  SECTION 6.11. Acceptance of Appointment by Successor. (a) In
                                --------------------------------------
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

                                       49

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

                   (c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

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

                  SECTION 6.12. Merger, Conversion, Consolidation or Succession
                                -----------------------------------------------
to Business. Any corporation into which the Trustee may be merged or converted
-----------
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

                  SECTION 6.13. Preferential Collection of Claims Against
                                -----------------------------------------
Company. (a) Subject to Subsection (b) of this Section, if the Trustee shall be
-------
or shall become a creditor, directly or


                                       50

indirectly, secured or unsecured, of the Company within four months prior to a
default, as defined in Subsection (c) of this Section, or subsequent to such a
default, then, unless and until such default shall be cured, the Trustee shall
set apart and hold in a special account for the benefit of the Trustee
individually, the Holders of the Securities and Coupons, if any, and the holders
of other indenture securities, as defined in Subsection (c) of this Section:

                  (1) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such four-month period and
         valid as against the Company and its other creditors, except any such
         reduction resulting from the receipt or disposition of any property
         described in paragraph (2) of this Subsection, or from the exercise of
         any right of set-off which the Trustee could have exercised if a
         petition in bankruptcy had been filed by or against the Company upon
         the date of such default; and

                  (2) all property received by the Trustee in respect of any
         claims as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such four-month period, or an amount equal to the proceeds of any
         such property, if disposed of, subject, however, to the rights, if any,
                                        -------  -------
         of the Company and its other creditors in such property or such
         proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

                  (A) to retain for its own account (i) payments made on account
         of any such claim by any Person (other than the Company) who is liable
         thereon, and (ii) the proceeds of the bona fide sale of any such claim
         by the Trustee to a third Person, and (iii) distributions made in cash,
         securities or other property in respect of claims filed against the
         Company in bankruptcy or receivership or in proceedings for
         reorganization pursuant to the Federal Bankruptcy Act or applicable
         State law;

                  (B) to realize, for its own account, upon any property held by
         it as security for any such claim, if such property was so held prior
         to the beginning of such four-month period;

                  (C) to realize, for its own account, but only to the extent of
         the claim hereinafter mentioned, upon any property held by it as
         security for any such claim, if such claim was created after the
         beginning of such four-month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         that a default, as defined in Subsection (c) of this Section, would
         occur within four months; or

                  (D) to receive payment on any claim referred to in paragraph
         (B) or (C), against the release of any property held as security for
         such claim as provided in paragraph (B) or (C) as the case may be, to
         the extent of the fair value of such property.

                  For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such four-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property

                                       51

released, and, to the extent that any claim referred to in any of such
paragraphs is created in renewal of or in substitution for or for the purpose of
repaying or refunding any pre-existing claim of the Trustee as such creditor,
such claim shall have the same status as such pre-existing claim.

                  If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Holders and the holders of other indenture
securities in such manner that the Trustee, the Holders and the holders of other
indenture securities realize, as a result of payments from such special account
and payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Company of the funds and property in such special
account and before crediting to the respective claims of the Trustee and the
Holders and the holders of other indenture securities dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the indebtedness represented
by their respective claims from all sources other than from such dividends and
from the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, whether such distribution is made in cash, securities or
other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion among the Trustee, the Holders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee and the Holders and the holders of
other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.

                  Any Trustee which has resigned or been removed after the
beginning of such four-month period shall be subject to the provisions of this
Subsection as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such four-month
period, it shall be subject to the provisions of this Subsection if and only if
the following conditions exist:

                  (i)  the receipt of property or reduction of claim, which
         would have given rise to the obligations to account, if such Trustee
         had continued as Trustee, occurred after the beginning of such
         four-month period; and

                  (ii) such receipt of property or reduction of claim occurred
         within four months after such resignation or removal.

                                       52

                  (b) There shall be excluded from the operation of Subsection
(a) of this Section a creditor relationship arising from:

                  (1) the ownership or acquisition of securities issued
         under any indenture, or any security or securities having a maturity of
         one year or more at the time of acquisition by the Trustee;

                  (2) advances authorized by a receivership or bankruptcy court
         of competent jurisdiction or by this Indenture, for the purpose of
         preserving any property which shall at any time be subject to the lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in this Indenture;

                  (3) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

                  (4) an indebtedness created as a result of services rendered
         or premises rented; or an indebtedness created as a result of goods or
         securities sold in a cash transaction, as defined in Subsection (c) of
         this Section;

                  (5) the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; and

                  (6) the acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper, as defined in
         Subsection (c) of this Section.

                  (c) For the purposes of this Section only:

                  (1) the term "default" means any failure to make payment in
         full of the principal of (or premium, if any) or interest on any of the
         Securities or upon the other indenture securities when and as such
         principal or interest becomes due and payable;

                  (2) the term "other indenture securities" means securities
         upon which the Company is an obligor outstanding under any other
         indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account;

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

                                       53

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

                  (5) the term "Company" means any obligor upon the Securities;
         and

                  (6) the term "Federal Bankruptcy Act" means the Bankruptcy Act
         or Title II of the United States Code.

                  SECTION 6.14. Appointment of Authenticating Agent. The Trustee
                                -----------------------------------
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.06, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication or the delivery of Securities to the
Trustee for authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent and delivery of Securities to the Authenticating Agent on
behalf of the Trustee. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation having a combined capital and
surplus of not less than the equivalent of $50,000,000 and subject to
supervision or examination by Federal or State authority or the equivalent
foreign authority, in the case of an Authenticating Agent who is not organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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

                                       54

                   An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

                   The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section.

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

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

                                           [full name of Trustee]


                                           _________________________________
                                                     As Trustee

                                           By_____________________________
                                                As Authenticating Agent

                                           By_____________________________
                                                 Authorized Officer

                   If all of the Securities of a series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
or other place where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 1.02 and need not
be accompanied by an Opinion of Counsel), shall appoint in accordance with this
Section an Authenticating Agent (which may be an Affiliate of the Company if
eligible to be appointed as an Authenticating Agent hereunder) having an office
in such Place of Payment or other place designated by the Company with respect
to such series of Securities, provided that the procedures for the
authentication of such Securities by the Authenticating Agent on original
issuance are acceptable to the Trustee.

                                       55

                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company
                -------------------------------------------------

        SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders.
                      ---------------------------------------------------------

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

        (a)    semiannually, not later than each Interest Payment Date in each
     year, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders of each series of Registered Securities
     as of the preceding Regular Record Date, as the case may be, and

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

        (c)   such information concerning the Holders of Bearer Securities
     which is known to the Company; provided, however, that the Company shall
                                    --------  -------
     have no obligation to investigate any matter relating to any Holder of a
     Bearer Security or a Coupon:

notwithstanding the foregoing subsections (a) and (b), so long as the Trustee is
the Security Registrar with respect to a particular series of Securities, no
such list shall be required to be furnished in respect of such series.

        SECTION 7.02. Preservation of Information; Communications to Holders.
                      ------------------------------------------------------
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of each series (i) contained in
the most recent list furnished to the Trustee as provided in Section 7.01, (ii)
received by the Trustee in its capacity as Security Registrar and (iii) filed
with it within the two preceding years pursuant to Section 7.03(d). The Trustee
may destroy any list furnished to it as provided in Section 7.01 upon receipt of
a new list so furnished.

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

        (i)    afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a), or

        (ii)   inform such applicants as to the approximate number of Holders of
     Securities of such series whose names and addresses appear in the
     information preserved at the time by the Trustee in accordance with Section
     7.02(a), and as to the approximate

                                       56

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

                   If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of such series whose name and
address appear in the information preserved at the time by the Trustee in
accordance with Section 7.02(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interest of the Holders of such series or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

                   (c) Every Holder of Securities or Coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.02(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 7.02(b).

                   SECTION 7.03. Reports by Trustee. (a) Within 60 days after
                                 ------------------
June 1 of each year following the first issuance of Securities, the Trustee
shall transmit to the Holders as provided in Section 7.03(d), a brief report
dated as of such date with respect to:

                   (1) its eligibility under Section 6.09 and its qualifications
         under Section 6.08, or in lieu thereof, if to the best of its knowledge
         it has continued to be eligible and qualified under said Sections, a
         written statement to such effect;

                   (2) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Securities, on any
         property or funds held or collected by it as Trustee, except that the
         Trustee shall not be required (but may elect) to report such advances
         if such advances so remaining unpaid aggregate not more than 1/2 of 1%
         of the principal amount of the Securities Outstanding on the date of
         such report;

                   (3) the amount, interest rate and maturity date of all other
         indebtedness owing by the Company (or by any other obligor on the
         Securities) to the Trustee in its

                                       57

        individual capacity, on the date of such report, with a brief
        description of any property held as collateral security therefor, except
        an indebtedness based upon a creditor relationship arising in any manner
        described in Section 6.l3(b)(2), (3), (4) or (6);

                   (4) the property and funds, if any, physically in the
         possession of the Trustee (as such) on the date of such report;

                   (5) any additional issue of Securities which the Trustee has
         not previously reported; and

                   (6) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Securities, except action in respect of
         a default, notice of which has been or is to be withheld by the Trustee
         in accordance with Section 6.02.

                   (b) The Trustee shall transmit by mail to Holders in
accordance with Section 7.03(d), a brief report with respect to the character
and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee and which it has not previously reported
pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities Outstanding at
such time, such report to be transmitted within 90 days after such time.

                   (c) 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 any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock
exchange.

                   (d) Reports pursuant to Section 7.03(a) and 7.03(b) shall be
transmitted by mail (i) to all Holders, as their names and addresses appear in
the Security Register, (ii) to all Holders as have, within two years preceding
such transmission, filed their names and addresses with the Trustee for such
purpose, and (iii) except in the case of reports pursuant to Section 7.03(b), to
all

                   Holders whose names and addresses have been furnished or
received by the Trustee pursuant to Sections 7.01 and 7.02.

                   SECTION 7.04. Reports by Company.  The Company shall:
                                 ------------------

                   (1) file with the Trustee, within 15 days after the Company
         is required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said Sections, then it shall file

                                       58

         with the Trustee and the Commission, in accordance with rules and
         regulations prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934 in respect of a security listed and registered on a national
         securities exchange as may be prescribed from time to time in such
         rules and regulations;

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

                   (3) transmit by mail to Holders of Securities, in accordance
         with Section 7.03(d), within 30 days after the filing thereof with the
         Trustee, such summaries of any information, documents and reports
         required to be filed by the Company pursuant to paragraphs (1) and (2)
         of this Section as may be required by rules and regulations prescribed
         from time to time by the Commission.

                                  ARTICLE EIGHT

                    Consolidation, Merger, Sale or Conveyance
                    -----------------------------------------

                   SECTION 8.01. Company May Consolidate, etc., Only on Certain
                                 ----------------------------------------------
Terms. The Company shall not consolidate with or merge into any other
-----
corporation or convey or transfer its properties and assets substantially as an
entirety to any entity (other than a Wholly Owned Subsidiary (as defined below)
except in the event that a Wholly Owned Subsidiary is the surviving corporation
in a consolidation or merger) unless: (i) the corporation formed by such
consolidation or into which the Company is merged or the entity which acquires
by conveyance or transfer the properties and assets of the Company substantially
as an entirety shall be a corporation organized and existing under the laws of
the United States of America or any State or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and

                   delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest on all the Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed; (ii)
immediately after giving effect to such transaction, no Event of Default and no
event which, after notice or lapse of time, or both, would become an Event of
Default, shall have happened and be continuing; and (iii) the Company has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger, conveyance or transfer and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with. The term "Wholly Owned Subsidiary" means any Subsidiary all the stock of
every class of which (other than directors' qualifying shares) is owned by the
Company either directly or through one or more Wholly Owned Subsidiaries.

                   SECTION 8.02. Rights and Duties of Successor Corporation. In
                                 ------------------------------------------
case of any such consolidation, merger, sale or conveyance and upon any such
assumption by the successor

                                       59

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

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

                                  ARTICLE NINE

                             Supplemental Indentures
                             -----------------------

                   SECTION 9.01. Supplemental Indentures Without Consent of
                                 ------------------------------------------
Holders. Without the consent of any Holders, the Company, when authorized by or
-------
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

                   (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (and if such covenants
         are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included solely for the
         benefit of such series) or to surrender any right or power herein
         conferred upon the Company;

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

                   (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to facilitate the
         issuance of Securities in bearer form, registrable or not registrable
         as to principal, and with or without interest coupons; to change or
         eliminate any restrictions on the payment of principal of or any
         premium or interest on Bearer Securities, to permit Bearer Securities
         to be issued in exchange for Registered Securities, to permit Bearer
         Securities to be issued in exchange for Bearer Securities of other

                                       60

         authorized denominations; provided that any such addition or change
                                   --------
         shall not adversely affect the interests of the Holders of Securities
         of any series or any related Coupons in any material respect;

               (5) to change or eliminate any of the provisions of this
          Indenture; provided that any such change or elimination shall become
          effective only when there is no Security outstanding of any series
          created prior to the execution of such supplemental indenture which is
          adversely affected by such change in or elimination of such provision;

               (6) to establish the form or terms of Securities of any series as
          permitted by Sections 2.01 and 3.01;

               (7) to evidence and provide for the acceptance of appointment
          hereunder by a successor Trustee with respect to the Securities of one
          or more series and to add to or change any of the provisions of this
          Indenture as shall be necessary to provide for or facilitate the
          administration of the trusts hereunder by more than one Trustee,
          pursuant to the requirements of Section 6.11(b);

               (8) if allowed under applicable laws and regulations to permit
          payment in the United States of America (including any of the states
          and the District of Columbia), its territories, its possessions and
          other areas subject to its jurisdiction, of principal, premium or
          interest on Bearer Securities or Coupons, if any;

               (9) to provide for the issuance of uncertificated Securities of
          one or more series in addition to or in place of certificated
          Securities;

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

               (11) to secure the Securities pursuant to Section 10.08 or
          otherwise.

               SECTION 9.02. Supplemental Indentures with Consent of Holders.
                             -----------------------------------------------
With the consent of the Holders of not less than 66-2/3% in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
                                                           --------  -------
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

               (1) change the Stated Maturity of the principal of, or any
          installment of principal of or interest on, any Security, or reduce
          the principal amount thereof or the rate of interest thereon or any
          premium payable upon the redemption thereof, or change any obligation
          of the Company to pay additional amounts pursuant to Section 10.06
          (except


                                       61

         as contemplated by Section 8.01(1) and permitted by Section 9.01(1)),
         or reduce the amount of the principal of an original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 5.02, or
         change any Place of Payment where, or the currency, currencies or
         currency unit or units in which, any Security or any premium or the
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date),

                   (2) reduce the percentage in principal amount of the
         outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture,

                   (3) change any obligation of the Company, with respect to
         outstanding Securities of a series, to maintain an office or agency in
         the places and for the purposes specified in Section 10.02 for such
         series, or

                  (4) modify any of the provisions of this Section, Section 5.13
         or Section 10.05, except to increase any such percentage or to provide
         with respect to any particular series the right to condition the
         effectiveness of any supplemental indenture as to that series on the
         consent of the Holders of a specified percentage of the aggregate
         principal amount of Outstanding Securities of such series (which
         provision may be made pursuant to Section 3.01 without the consent of
         any Holder) or to provide that certain other provisions of this
         Indenture cannot be modified or waived without the consent of the
         Holder of each outstanding Security affected thereby; provided,
                                                               --------
         however, that this clause shall not be deemed to require the consent of
         -------
         any Holder with respect to changes in the references to "the Trustee"
         and concomitant changes in this Section and Section 10.05, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 6.11(b) and 9.01(7).

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

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

                   SECTION 9.03. Execution of Supplemental Indentures. In
                                 ------------------------------------
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

                                       62
                   SECTION 9.04. Effect of Supplemental Indentures. Upon the
                                 ---------------------------------
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

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

                   SECTION 9.06. Reference in Securities to Supplemental
                                 ---------------------------------------
Indentures. Securities of any series authenticated and delivered after the
----------
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    Covenants
                                    ---------

                   SECTION 10.01. Payment of Principal, Premium and Interest.
                                  ------------------------------------------
The Company covenants and agrees for the benefit of each series of Securities
and Coupons, if any, that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities and Coupons, if any, of that
series in accordance with the terms of the Securities and Coupons, if any, of
such series and this Indenture.

                   SECTION 10.02. Maintenance of Office or Agency. If Securities
                                  -------------------------------
of a series are issuable only as Registered Securities, the Company will
maintain in each Place of Payment for such series an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. For Securities
having a Place of Payment in the Borough of Manhattan, The City of New York, the
Company hereby appoints as such agent the Trustee, acting through its Corporate
Trust Office. If Securities of a series are issuable as Bearer Securities, the
Company will maintain (A) in the Borough of Manhattan, The City of New York, an
office or agency where any Registered Securities of that series may be presented
or surrendered for payment, where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related Coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise) (the foregoing Corporate Trust Office of the
Trustee being hereby so appointed as such agency), (B) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series which is
located outside the United States, an office or agency where


                                       63

Securities of that series and related Coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Securities
of that series pursuant to Section 10.06); provided, however, that if the
                                           --------  -------
Securities of that series are listed on The Stock Exchange of the United Kingdom
and the Republic of Ireland, the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent for the Securities of that
series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located in Europe, an office or
agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee and the Holders of the location, and
any change in the location, of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency in respect of
any series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office
of the Trustee, except that Bearer Securities of that series and the related
Coupons may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 10.06) at the London office of the Trustee (or an agent with a London
office appointed by the Trustee and acceptable to the Company), and the Company
hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands.

                  No payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
                                                                --------
however, that, if the Securities of a series are denominated and payable in
-------
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any additional amounts payable on Securities of such series
pursuant to Section 10.06) shall be made at the office of the Company's Paying
Agent in the Borough of Manhattan, The City of New York, if (but only if)
payment in Dollars of the full amount of such principal, premium, interest or
additional amounts, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                   The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
                           --------  -------
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee and the Holders of any such designation or rescission and
of any change in the location of any such other office or agency.

                   SECTION 10.03. Money for Securities Payments to be Held in
                                  -------------------------------------------
Trust. If the Company shall at any time act as its own Paying Agent with respect
-----
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the



                                       64

Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

                   Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, at or prior to the opening of business at
each Place of Payment on each due date of the principal of (and premium, if any)
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its failure so to act.

                   The Company will cause each Paying Agent for any series of
Securities 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:

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

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

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

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

                   Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall upon written request of the Company be paid to
the Company, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security and Coupons, if any, shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.

                                       65
                   SECTION 10.04. Statement by Officers as to Default. The
                                  -----------------------------------
Company will deliver to the Trustee for each series of Securities, within 120
days after the end of each fiscal year of the Company (which as of the date
hereof ends on September 30 of each year) ending after the date hereof so long
as any Security is outstanding hereunder, an Officers' Certificate, stating that
in the course of the performance by the signers of their duties as such officers
of the Company they would normally obtain knowledge of any default by the
Company in the performance or fulfillment of any covenant, agreement or
condition contained in this Indenture, and stating whether or not they have
obtained knowledge of any such default existing on the date of such statement
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.

                   SECTION 10.05. Waiver of Certain Covenants. The Company may
                                  ---------------------------
omit in any particular instance to comply with any term, provision or condition
set forth in Section 10.08, if before the time for such compliance the Holders
of not less than 66-2/3% in principal amount of the Outstanding Securities of
each series affected thereby shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                   SECTION 10.06. Additional Amounts. If the Securities of a
                                  ------------------
series provide for the payment of additional amounts, the Company will pay to
the Holder of any Security of such series or any Coupon appertaining thereto
additional amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or payment of any
related Coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that,
in such context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of additional amounts (if applicable) in any provisions hereof shall not
be construed as excluding additional amounts in those provisions hereof where
such express mention is not made.

                   If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's Paying Agent
or Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
Coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
that series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or Coupons and the Company will
pay to the Trustee or


                                       66

such Paying Agent the additional amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.

                  SECTION 10.07.  No Lien Created, etc.  This Indenture and the
                                  --------------------
Securities do not create a Lien, charge or encumbrance on any property of the
Corporation or any Subsidiary.

                   SECTION 10.08. Limitation on Liens. As used herein "Lien"
                                  -------------------
shall mean a lien or security interest (including, but not limited to, a
mortgage, encumbrance, pledge, security agreement; conditional sale or trust
receipt or a lease, consignment or bailment for security purposes securing an
obligation owed to, or a claim by, a Person other than the owner of the
Property, whether such interest is based on the common law, statute or contract,
and whether such obligation or claim is fixed or contingent) securing any notes,
bonds, debentures or other similar evidences of indebtedness for money borrowed
(hereinafter called "Debt"). As used herein, "Property" shall mean any interest
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible. The Company will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Lien on any Property now owned or
hereafter owned by it except:

                   (a) any Lien on any property or asset of the Company or any
Subsidiary existing on the date hereof;

                   (b) easements, rights-of-way, minor defects or irregularities
in title and other similar encumbrances having no material adverse effect on the
use or value of property or on the conduct of the Company's business;

                   (c) unexercised liens for taxes not delinquent or being
contested in good faith by appropriate proceedings and for which adequate
reserves are being maintained;

                   (d) mechanics, suppliers, materialmen's and similar liens
arising in the ordinary course of business which are being contested in good
faith by appropriate action so long as the execution of such liens has been
stayed;

                   (e) pledges or deposits under environmental laws, workmen's
compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the
payment of Debt) or leases to which the Company or a Subsidiary is a party, or
deposits to secure public or statutory obligations of the Company or a
Subsidiary or deposits for the payment of rent, in each case incurred in the
ordinary course of business to the extent required by applicable law and not
securing indebtedness;

                   (f) Liens on equipment arising from capital leases;

                   (g) any Lien existing on any property or asset prior to the
acquisition thereof by the Company or any Subsidiary or existing on any property
or asset of any Person that becomes a Subsidiary after the date hereof prior to
the time such Person becomes a



                                       67

         Subsidiary; provided that (i) such Lien is not created in contemplation
                     --------
         of or in connection with such acquisition or such Person becoming a
         Subsidiary, as the case may be, (ii) such Lien shall not apply to any
         other property or assets of the Company or any Subsidiary and (iii)
         such Lien shall secure only those obligations which it secures on the
         date of such acquisition or the date such Person becomes a Subsidiary,
         as the case may be;

               (h) Liens on fixed or capital assets acquired, constructed or
         improved by the Company or any Subsidiary; provided that (i) such
                                                    --------
         security interests and the Debt secured thereby are incurred prior to
         or within 45 days after such acquisition or the completion of such
         construction or improvement and (ii) such security interests shall not
         apply to any other property or assets of the Company or any Subsidiary;

               (i) Liens on office buildings and research facilities;

               (j) Liens which secure Debt owing by a Subsidiary to the Company
         or another Subsidiary;

               (k) Liens in favor of the United States of America or any state
         thereof, or any department, agency or instrumentality or political
         subdivision of the United States of America or any state thereof, or in
         favor of any country, or any political subdivision thereof, to secure
         partial, progress, advance or other payments, or performance of any
         other similar obligations, including, without limitation, Liens to
         secure pollution control bonds or industrial revenue or other similar
         types of bonds;

               (l) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         Liens referred to in the foregoing clauses (a), (e), (f), (g), (h),
         (i), (j) and (k), provided that the principal amount of the Debt
         secured thereby shall not exceed the principal amount of the
         Indebtedness so secured at the time of such extension, renewal or
         replacement, and that such extension, renewal or replacement Liens
         shall be limited to all or part of substantially the same property
         which secured the Liens extended, renewed or replaced (plus
         improvements on such property);

               (m) Liens on Excess Margin Stock, if any, with Excess Margin
         Stock determined on the date a Lien on such Excess Margin Stock is
         affixed. As used in this clause (m), "Excess Margin Stock" shall mean
         that amount by which the value of all Margin Stock owned by the Company
         and its Subsidiaries exceeds 25% of the value of all the Property owned
         by the Company and its Subsidiaries subject to this Section 10.08.
         "Margin Stock" shall have the meaning set forth in Regulation U of the
         Board of Governors of the Federal Reserve System as the same may be
         amended or interpreted from time to time;

               (n) Liens incurred in the ordinary course of business to secure
         performance of obligations with respect to statutory or regulatory
         requirements, performance or return-of-money bonds, surety bonds or
         other obligations of a like nature, in each case which are not incurred
         in connection with the borrowing of money, the obtaining of advances or
         credit or the payment of the deferred purchase price of property and
         which do not in the aggregate impair in any material respect the use of
         property in the business of the Company and its Subsidiaries taken as a
         whole;

                                       68
               (o) Liens arising by virtue of any statutory or common law
         provision relating to banker's liens, rights of setoff or similar
         rights and remedies, in each case as to any deposit account or any
         other fund maintained with a creditor depositary institution, provided
         that (i) such deposit account is not a dedicated cash collateral
         account and is not subject to restrictions against access by the
         Company or a Subsidiary in excess of those set forth by regulations
         promulgated by the Federal Reserve Board, and (ii) such deposit account
         is not intended by the Company or Subsidiary to provide collateral to
         the depository institution; and

               (p) in addition to the foregoing, any other Liens securing Debt
         which in the aggregate amount does not exceed an amount equal to 10% of
         Consolidated assets of the Company as at the end of the then most
         recently completed fiscal quarter as reflected on the financial
         statements for such quarter. "Consolidated" refers to the consolidation
         in accordance with generally accepted accounting principles ("GAAP") of
         the accounts of the Company.

               SECTION 10.09. Limitations on Sale and Lease-Back. The Company
                              ----------------------------------
covenants and agrees that neither it nor any Subsidiary will enter into any
arrangement with any bank, insurance company or other lender or investor, or to
which any such lender or investor is a party, providing for the leasing to the
Company or a Subsidiary for a period of more than three years or any real
property located in the continental United States of America (except a lease for
a temporary period not to exceed three years by the end of which it is intended
that the use of such real property by the lessee will be discontinued) which has
been or is to be sold or transferred by the Company or a Subsidiary to such
lender or investor or to any Person or organization to which funds have been or
are to be advanced by such lender or investor on the security of the leased
property (hereinafter called "Sale and Lease-Back Transactions") unless either:

               (a) the Company or such Subsidiary would be entitled, pursuant to
         the provisions of Section 10.08, to create Debt secured by a Lien on
         the property to be leased, without equally and ratably securing the
         Securities, or

               (b) the Company (and in any such case the Company covenants and
         agrees that it will do so), within four months after the effective date
         of such Sale and Lease-Back Transactions (whether made by the Company
         or a Subsidiary), applies to the retirement of Debt of the Company
         maturing by the terms thereof more than one year after the original
         creation thereof (herein called "Funded Debt") an amount equal to the
         greater of (i) the net proceeds of the sale of the real property leased
         pursuant to such arrangement or (ii) the fair value of the real
         property so leased at the time of entering into such arrangement (as
         determined by the Board of Directors); provided that the amount to be
                                                --------
         applied to the retirement of Funded Debt shall be reduced by an amount
         equal to the sum of (a) the principal amount of Securities delivered,
         within four months after the effective date of such arrangement, to the
         Trustee for retirement and cancellation and (b) the principal amount of
         other Funded Debt voluntarily retired by the Company within such
         four-month period, excluding retirements of Securities and other Funded
         Debt pursuant to mandatory sinking fund or prepayment provisions or by
         payment at maturity. No provision of Article Eleven hereof shall
         restrict the retirement of Funded Debt pursuant to this Section.

                                       69
                                 ARTICLE ELEVEN

                            Redemption of Securities
                            ------------------------

                   SECTION 11.01. Applicability of Article. Securities of any
                                  ------------------------
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.

                   SECTION 11.02. Selection by Trustee of Securities to be
                                  ----------------------------------------
Redeemed. If less than all the Securities of any series are to be redeemed, the
--------
Company shall give the Trustee notice not less than 60 days prior to the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee)
of such Redemption Date and the principal amount of the Securities of such
series to be redeemed and the Trustee shall select the particular Securities to
be redeemed from the outstanding Securities of such series not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

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

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

                   SECTION 11.03. Notice of Redemption. Notice of redemption
                                  --------------------
shall be given not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, as provided in Section 1.06.

                  Each such notice of redemption shall specify the Redemption
Date, the Redemption Price, the Place or Places of Payment, that the Securities
of such series are being redeemed at the option of the Company pursuant to
provisions contained in the terms of the Securities of such series or in a
supplemental indenture establishing such series, if such be the case, that on
the Redemption Date the Redemption Price will become due and payable upon each
Security redeemed, that payment will be made upon presentation and surrender of
the applicable Securities, that all Coupons, if any, maturing subsequent to the
date fixed for redemption shall be void, that any interest accrued to the
Redemption Date will be paid as specified in said notice, and that on and after
said Redemption Date any interest thereon or on the portions thereof to be
redeemed will cease to accrue. If less than all the Securities of any series are
to be redeemed the notice of redemption shall specify the numbers of the
Securities of such series to be redeemed, and, if only Bearer Securities of any
series are to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities, the last date on which exchanges of Bearer Securities for
Registered Securities not subject to redemption may be made. In case any
Security of any series


                                       70

is to be redeemed in part only, the notice of redemption shall state the portion
of the principal amount thereof to redeemed and shall state that on and after
the Redemption Date, upon surrender of such Security and any Coupons
appertaining thereto, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof and with appropriate Coupons will
be issued.

        Notice of redemption of Securities and Coupons, if any, to be redeemed
at the election of the Company shall be given by or on behalf of the Company.

        SECTION 11.04. Deposit of Redemption Price. On or before (but at least
                       ---------------------------
one Business Day before in the Place of Payment in the case of payments not in
Dollars) the opening of business on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money in the relevant currency (or a sufficient number of currency
units, as the case may be) sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities and Coupons, if any, which are to be redeemed on
that date.

        SECTION 11.05. Securities Payable on Redemption Date. Notice of
                       -------------------------------------
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of interest on Bearer
                     --------  -------
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 10.02) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of Coupons
for such interest; and provided further that, unless otherwise specified as
                       -------- -------
contemplated by Section 3.01, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07.

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

                                       71

provided in Section 10.02) and, unless otherwise specified as contemplated by
Section 3.01, only upon presentation and surrender of those coupons.

        If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

        SECTION 11.06. Securities Redeemed in Part. Any Security (including any
                       ---------------------------
Coupons appertaining thereto) which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security (including any Coupons appertaining
thereto) or Securities (including any Coupons appertaining thereto) of the same
series and having the same terms and conditions, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security (including
any Coupons appertaining thereto) so surrendered.

        SECTION 11.07. Right to Require Repurchase of Securities by the Company
                       --------------------------------------------------------
upon Change in Control and Decline in Debt Rating. (a) In the event that (i)
-------------------------------------------------
there shall occur any Change in Control and (ii) the prevailing rating of the
Securities by Standard & Poor's Corporation or its successors ("S&P") or Moody's
Investors Service, Inc. or its successors ("Moody's") or another nationally
recognized rating agency selected by the Company, on any date within 90 days
following public notice of the occurrence of such Change in Control shall be
less than the rating of the Securities on the date 60 days prior to the
occurrence of such Change in Control by at least one Full Rating Category
("Rating Decline"), each holder of Securities shall have the right, at such
holder's option, to require the Company to purchase, and upon the exercise of
such right the Company shall purchase, all or any part of such holder's
Securities on the date (the "Repurchase Date") that is 100 days after the last
to occur of (i) public notice of such Change in Control and (ii) the Rating
Decline, at 100% of the principal amount on the Repurchase Date, plus any
accrued and unpaid interest to the Repurchase Date.

        (b) On or before the 28th day following the last to occur of (i) public
notice of such Change in Control and (ii) the Rating Decline, the Company shall
give notice of a Change in Control and Rating Decline and of the repurchase
right set forth herein arising as a result thereof by first-class mail, postage
prepaid to each holder of Securities at such holder's address appearing in the
Securities Register. The Company shall also cause a copy of such notice of a
repurchase right to be published in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and, if any Bearer Securities are then
Outstanding, in London and such other cities as shall be specified with respect
to such Bearer Securities.

        Each notice of a repurchase right shall state:

        (1)  the Repurchase Date,

        (2)  the date by which the repurchase right must be exercised,

                                       72

        (3) the price at which the repurchase is to be made, if the repurchase
     right is exercised, and

        (4) a description of the procedure which a holder of Securities must
     follow to exercise a repurchase right.

        No failure of the Company to give the foregoing notice shall limit any
holder's right to exercise a repurchase right.

        (c) To exercise a repurchase right, a holder of Securities shall deliver
to the Company (or an agent designated by the Company for such purpose in the
notice referred to in (b) above) at least ten days prior to the Repurchase Date
(i) written notice of the holder's exercise of such right, which notice shall
set forth the name of the holder, the principal amount of the Security or
Securities (or portion of a Security) to be repurchased, and a statement that
the option to exercise the repurchase right is being made thereby, and (ii) the
Security with respect to which the repurchase right is being exercised, duly
endorsed for transfer to the Company. Such written notice shall be irrevocable.

        (d) In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall pay or cause to be paid the price
payable with respect to the Security or Securities as to which the repurchase
right has been exercised in cash to the holder of such Security or Securities,
on the Repurchase Date. In the event that a repurchase right is exercised with
respect to less than the entire principal amount of a surrendered Security, the
Company shall execute and deliver to the Trustee and the Trustee shall
authenticate for issuance, against surrender of such surrendered Security, (x)
in the name of the holder a new Security or Securities in the aggregate
principal amount of the unrepurchased portion of such surrendered Security and
(y) in the name of the Company a new Security or Securities in the aggregate
principal amount of the repurchased portion of such surrendered Security.

        (e) As used in this Section 11.07:

        (1) a "Change in Control" shall be deemed to have occurred at such time
     as (i) a "person" or "group" (within the meaning of Section 13(d) and
     14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the
     "beneficial owner" (as defined in Rule l3d-3 under such Exchange Act) of
     more than fifty percent (50%) of the then outstanding Voting Stock of the
     Company, otherwise than through a transaction consummated with the prior
     approval of the Board of Directors of the Company, or (ii) during any
     period of two consecutive years, individuals who at the beginning of such
     period constitute the Company's Board of Directors (together with any new
     Director whose election by the Company's Board of Directors or whose
     nomination for election by the Company's stockholders was approved by a
     vote of at least two-thirds of the Directors then still in office who
     either were Directors at the beginning of such period or whose election or
     nomination for election was previously so approved) cease for any reason to
     constitute a majority of the Directors then in office.

        (2) the term "Full Rating Category" shall mean (i) with respect to S&P,
     any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC and C,
     (ii) with respect to Moody's, any of the following categories: Aaa, Aa, A,
     Baa, Ba, B, Caa, Ca and C, (iii)

                                       73

     the equivalent of any such category by S&P or Moody's and (iv) the
     equivalent of such ratings by any other nationally recognized securities
     rating agency selected by the Company. In determining whether the rating of
     the Debt Securities has decreased by the equivalent of one full Rating
     Category, graduations within Full Rating Categories + and - S&P; 1, 2 and 3
     for Moody's; or the equivalent for S&P or Moody's or any such other rating
     agency) shall be taken into account.

        (3) 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.

        (f) Notwithstanding anything to the contrary contained in this Section
11.07, if a Rating Decline shall apply to less than all series of the
Securities, the repurchase rights described herein shall apply only to the
series with respect to which there has been a Rating Decline.

                                 ARTICLE TWELVE

                                  Sinking Funds
                                  -------------

        SECTION 12.01. Applicability of Article. The provisions of this Article
                       ------------------------
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

        The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

        SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities.
                       -----------------------------------------------------
The Company (1) may deliver Outstanding Securities (including any Coupons) of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities (including any Coupons) or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided that such Securities have not been previously so
                --------
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

        SECTION 12.03. Redemption of Securities for Sinking Fund. Not less than
                       -----------------------------------------
60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking

                                       74

fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
(including any Coupons) of that series pursuant to Section 12.02 and stating the
basis for such credit and that such Securities have not been previously so
credited and will also deliver to the Trustee any Securities (including any
coupons) to be so delivered. Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.02 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.03. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 11.05 and 11.06.

                                ARTICLE THIRTEEN

                        Meetings of Holders of Securities
                        ---------------------------------

        SECTION 13.01. Purposes for Which Meetings May Be Called. If Securities
                       -----------------------------------------
of a series are issuable as Bearer Securities, a meeting of Holders of
Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

        SECTION 13.02. Call, Notice and Place of Meetings. (a) The Trustee may
                       ----------------------------------
at any time call a meeting of Holders of Securities of any such series for any
purpose specified in Section 13.01, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in London, as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any such
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.06, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

        (b) In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any such series shall have requested the Trustee to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 13.01, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have made the first publication of the notice of such meeting within 21 days
after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New
York, or in London, for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.

        SECTION 13.03. Persons Entitled to Vote at Meetings. To be entitled to
                       ------------------------------------
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such

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Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

        SECTION 13.04. Quorum; Action. The Persons entitled to vote a majority
                       --------------
in principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided, however,
                                                              --------  -------
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
Securities of not less than 66-2/3% in principal amount of Outstanding
Securities of a series, the Persons entitled to vote 66-2/3% in principal amount
of the Outstanding Securities of such series shall constitute a quorum. In the
absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 13.02(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting which was adjourned for lack of a quorum shall state expressly
the percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

        Any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the outstanding Securities of that
series.

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

        SECTION 13.05. Determination of Voting Rights; Conduct and Adjournment
                       -------------------------------------------------------
of Meetings. (a) Notwithstanding any other provisions of this Indenture, the
-----------
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding
of Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
1.04 and the appointment of any proxy shall be proved in the manner specified in
Section 1.04 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.04 to

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certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 1.04 or other proof.

        (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 13.02(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote or the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

        (d) Any Meeting of Holders of Securities of any series duly called
pursuant to Section 13.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

        SECTION 13.06. Counting Votes and Recording Action of Meetings. The vote
                       -----------------------------------------------
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 13.02 and, if applicable, Section 13.04. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

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

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

                                      ASHLAND INC.

                                      by


                                      ___________________________________
                                      Title: Treasurer

Attest:


_________________________________
Assistant Secretary

                                      U.S. BANK NATIONAL ASSOCIATION

                                      by


                                      ___________________________________
                                      Title: Vice President

Attest:


_________________________________
Trust Officer

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