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                                                                    Exhibit 4.20












                     [FIRST][SECOND] SUPPLEMENTAL INDENTURE
                       dated as of ________________, 200_

                                     between

                              HALLIBURTON COMPANY,
                                   (as Issuer)

                                       and

                               JPMORGAN CHASE BANK
                                  (as Trustee)



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         This [First] [Second] Supplemental Indenture dated as of _____________,
200_ (this "Supplemental Indenture") is between Halliburton Company, a
corporation incorporated and existing under the laws of the State of Delaware
(the "Issuer"), and JPMorgan Chase Bank [(formerly Texas Commerce Bank National
Association)], a New York banking corporation, as trustee (the "Trustee").

                                   RECITALS:

         The Issuer and the Trustee have heretofore executed and delivered that
certain [Subordinated Indenture dated as of January 2, 1991, as supplemented and
amended by the First Supplemental Indenture dated as of December 12, 1996]
[Junior Subordinated Indenture dated as of November 29, 2001] (the "Original
Indenture").

         As of the date hereof, the Issuer has issued no Securities pursuant to
the Original Indenture.

         The Issuer desires to designate a class of Securities under the
Indenture as the [__% _________ Debentures Due _________ ] (the "Debentures")
and, pursuant to Section 2.3 of the Indenture, to provide the terms of the
Debentures pursuant to this Supplemental Indenture and, with respect to the
Debentures, to add certain provisions to the Original Indenture.

         The Issuer has duly authorized the execution and delivery of this
Supplemental Indenture.

         The Issuer has provided to the Trustee an Officers' Certificate and an
Opinion of Counsel, as such terms are defined in the Original Indenture, to the
effect that this Supplemental Indenture complies with the provisions of Section
8.1 of the Original Indenture relating to amendments and supplements of the
Original Indenture without a vote of Securityholders.

         As of the date hereof, the Issuer and the Trustee have executed and
delivered this Supplemental Indenture for the purposes specified above.

         NOW, THEREFORE, in consideration of the premises, the covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto
covenant and agree as follows:

                                   ARTICLE I

         Section 1.01 Definition of Indenture. As used hereinafter, the term
"Indenture" shall mean the Original Indenture as supplemented by this
Supplemental Indenture.

         Section 1.02 Definitions Specifically Applicable to Debentures. The
following terms shall have the meanings set forth herein when used with respect
to the Debentures and shall be deemed to form a part of Section 1.1 of the
Indenture for purposes of the application of the terms and provisions of this
Supplemental Indenture:

               (a)  "Additional Sums" shall have the meaning set forth in
Section 2.03(c).

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               (b)  "Certificated Debentures" shall mean those Debentures issued
in fully registered certificated form not otherwise in global form.

               (c)  "Common Securities" shall mean the common securities of the
Trust representing undivided beneficial interests in the assets of the Trust
that, subject to the exceptions set forth in the Declaration, rank pari passu
with Preferred Securities issued by the the Trust.

               (d)  "Common Securities Guarantee" shall mean any guarantee that
the Issuer may enter into with any Person or Persons that operates directly or
indirectly for the benefit of holders of Common Securities of the Trust.

               (e)  "Common Stock" shall mean the Common Stock, par value $2.50,
of the Issuer or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

               (f)  "Comparable Treasury Issue" means the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Debentures to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities.

               (g)  "Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, the average of
the Reference Treasury Dealer Quotations for such redemption date.

               (h)  "Compounded Interest" shall have the meaning set forth in
Section 15.5 of the Indenture.

               (i)  "Coupon Rate" shall have the meaning set forth in Section
2.03(a).

               (j)  "Creditor" shall have the meaning set forth in Section 3.9
of the Indenture.

               (k)  ["Debenture Register" shall mean (i), prior to a Dissolution
Event, the list of holders of the Debentures provided to the Trustee pursuant to
Section 2.8 of the Indenture and (ii), following a Dissolution Event, any
security register maintained by a security registrar for the Debentures
appointed by the Issuer following the execution of a supplemental indenture
providing for transfer procedures as provided for in Section 2.02(a).]

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               (l)  "Declaration" means the Declaration of Trust of Halliburton
Capital Trust I, dated as of November __, 2001, as amended by the Amended and
Restated Declaration of Trust dated ___________, and as thereafter amended from
time to time.

               (m)  "Defaulted Interest" shall have the meaning set forth in
Section 2.04(a).

               (n)  "Deferred Interest" shall have the meaning set forth in
Section 15.5 of the Indenture.

               (o)  "Direct Action" shall have the meaning set forth in Section
11.11 of the Indenture.

               (p)  "Dissolution Event" means the liquidation of the Trust
pursuant to the Declaration, and the distribution of the Debentures held by the
Property Trustee to the holders of the Trust Securities issued by the Trust pro
rata in accordance with the Declaration.

               (q)  "Extended Interest Payment Period" shall have the meaning
set forth in Section 15.5 of the Indenture.

               (r)  "Interest Payment Date" shall have the meaning set forth in
Section 2.03(a).

               (s)  "Optional Redemption Price" means the greater of (i) 100% of
the principal amount of the Debentures to be redeemed plus accrued and unpaid
interest thereon (including Additional Sums, if any) to the date of redemption
and (ii) the sum of the present values of the remaining scheduled payments of
principal of the Debentures to be redeemed and interest thereon (including
Additional Sums if any) discounted to the date of redemption, on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months), at the
Treasury Rate plus ___ basis points plus accrued and unpaid interest thereon to
the date of redemption.

               (t)  "Investment Company Event" means the receipt by the Trust
and the Issuer of an opinion of counsel experienced in such matters to the
effect that, as a result of the occurrence of a change in law or regulation or a
written change (including any announced prospective change) in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the Trust is or will be considered an "investment company" that is required to
be registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), which change or prospective change becomes effective
or would become effective, as the case may be, on or after the date of the
original issuance of the Preferred Securities.

               (u)  "Other Debentures" means all [junior subordinated]
debentures issued by the Issuer from time to time and sold to trusts to be
established by the Issuer (if any), in each case similar to the Trust.

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               (v)  "Other Guarantees" means all guarantees to be issued by the
Issuer with respect to preferred securities (if any) and issued to other trusts
to be established by the Issuer (if any), in each case similar to the Trust.

               (w)  "Predecessor Debenture" of any particular Debenture means
every previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and, for the purposes of this
definition, any Debenture authenticated and delivered under Section 2.9 of the
Indenture in lieu of a lost, destroyed or stolen Debenture shall be deemed to
evidence the same debt as the lost, destroyed or stolen Debenture.

               (x)  "Preferred Securities" shall mean the securities
representing undivided beneficial interests in the assets of the Trust that,
subject to the exceptions set forth in the Declaration, rank pari passu with the
Common Securities issued by the Trust.

               (y)  "Preferred Securities Guarantee" shall mean any guarantee
that the Issuer may enter into with JPMorgan Chase Bank, a New York banking
corporation, or other Persons that operates directly or indirectly for the
benefit of holders of Preferred Securities of the Trust.

               (z)  "Property Trustee" shall have the same meaning as set forth
in the Declaration.

               (aa) "Reference Treasury Dealer" means ________________ and its
successors; provided however, that if ___________________  shall cease to be a
primary U.S. Government securities dealer in the City of New York (a "Primary
Treasury Dealer"), the Issuer shall substitute therefor another Primary Treasury
Dealer.

               (bb) "Reference Treasury Dealer Quotations" means, with respect
to the Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such redemption date.

               (cc) "Special Event" means either an Investment Company Event or
a Tax Event.

               (dd) "Special Event Redemption Price" shall mean, with respect to
any redemption of the Securities following a Special Event, an amount in cash
equal to 100% of the principal amount of the Securities to be redeemed plus
accrued and unpaid interest thereon (including Additional Sums, if any) to the
date of redemption.

               (ee) "Tax Event" shall mean the receipt by the Trust and the
Issuer of an opinion of counsel experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations thereunder of the United States or any
political subdivision or taxing authority thereof or therein or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which

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pronouncement or decision is announced on or after _____________, ____,
there is more than an insubstantial risk that (i) the Trust is, or will be
within 90 days of the date of such opinion, subject to United States Federal
income tax with respect to income received or accrued on the Securities, (ii)
interest payable by the Issuer on the Securities is not, or within 90 days of
the date of such opinion, will not be, deductible by the Issuer, in whole or in
part, for United States Federal income tax purposes, or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

               (ff) "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

               (gg) "Trust" shall mean the Halliburton Capital Trust I
established pursuant to the Declaration.

               (hh) "Trust Securities" shall mean the Preferred Securities and
the Common Securities, collectively.

               (ii) "U.S. Government Obligations" shall mean 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 payment of which is unconditionally guaranteed as a full faith
and credit obligation by 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 shall also include a depository receipt issued by a bank or
trust issuer as custodian with respect to any such U.S. Government Obligation or
a specific 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.

         Section 1.03 Other Definitions. Other capitalized terms used but not
defined herein are defined in the Original Indenture and are used herein with
the meanings ascribed to them therein.

         Section 1.04 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.

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         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.

                                   ARTICLE II

         Pursuant to Section 2.3 of the Original Indenture, the following
provisions of this Article II shall apply, and shall only apply, to the series
of Securities designated as provided below and referred to herein as the
Debentures: .

         Section 2.01.  Establishment of Series.

               (a) the designation of the Securities of the series shall be [__%
 __________ Debentures Due _________];

               (b) [commencing _________, ______, the Debentures shall be
convertible into Common Stock of the Issuer at the initial Conversion Price of
one share of Common Stock for each $______ in principal amount of Debentures,
all in accordance with Article Thirteen of the Indenture];

               (c) the aggregate principal amount of the Debentures that may be
authenticated and delivered under this Indenture shall be $___________ (except
for Debentures authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Debentures pursuant to Section 2.8, 2.9,
2.11. 8.5, 12.3 or 13.2 of the Indenture);

               (d) the Stated Maturity of the Debentures shall be [_______,___];

               (e) the right, if any, of the Issuer to redeem, purchase or repay
the Debentures, in whole or in part, at its option and the period or periods
within which, the price or prices (or the method by which such price or prices
shall be determined or both) at which and any terms and conditions upon which
and the manner in which (to the extent different from the provisions of Article
Twelve of the Original Indenture) Debentures may be so redeemed, purchased or
repaid, in whole or in part, pursuant to any sinking fund or otherwise shall be
as set forth in Article Fifteen of the Indenture;

               (f) the obligation of the Issuer to redeem, purchase or repay
Debentures, in whole or in part, pursuant to any mandatory redemption, sinking
fund or analogous provisions or at the option of a Holder thereof and the period
or periods within which, the price or prices (or the method by which such price
or prices shall be determined or both) at which and any terms and conditions
upon which and the manner in which (to the extent different from the provisions
of Article Twelve of the Original Indenture) Debentures shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation shall be
as set forth in Article Fifteen of the Indenture;

               (g) except as provided in Section 2.02, the Debentures shall be
issued in fully registered certificated form without interest coupons. Principal
of, premium, if any, and interest on the Debentures issued in certificated form
will be payable, the transfer of such Debentures

<PAGE>

will be registrable and such Debentures will be exchangeable for Debentures
bearing identical terms and provisions at the office or agency of the Issuer
maintained for such purpose under Section 4.1 of the Indenture; provided,
however, that payment of interest with respect to Debentures (other than a
Global Security) may be made at the option of the Issuer (i) by check mailed to
the holder at such address as shall appear in the Debenture Register or (ii) by
transfer to an account maintained by the Person entitled thereto; provided that
proper transfer instructions have been received in writing by the relevant
record date. Notwithstanding the foregoing, so long as the holder of any
Debentures is the Property Trustee, the payment of the principal of, premium, if
any, and interest (including Compounded Interest and Additional Sums, if any),
on such Debentures held by the Property Trustee will be made at such place and
to such account as may be designated by the Property Trustee.

               (h) The Debentures will be issued and may be transferred only in
blocks having an aggregate principal amount of not less than $100,000. Any such
transfer of the Debentures in a block having an aggregate principal amount of
less than $100,000 shall be deemed to be void and of no legal effect whatsoever.
Any such transferee shall be deemed not to be a holder of such Debentures for
any purpose, including without limitation the receipt of payments on such
Debentures, and such transferee shall be deemed to have no interest whatsoever
in such Debentures.

               (i) the Trustee shall be the initial authenticating agent,
paying agent, transfer agent and registrar with respect to the Debentures; and

               (j) the provisions of Section 10.1(C) will not be applicable to
the Debentures.

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

         Section 2.02  Global Security.

               (a) In connection with a Dissolution Event,

                   (i) if any Preferred Securities are held in
               book-entry form, the related Certificated Debentures shall be
               presented to the Trustee (if an arrangement with the Depositary
               has been maintained) by the Property Trustee in exchange for one
               or more Global Securities (as may be required pursuant to Section
               2.8 of the Indenture) in an aggregate principal amount equal to
               the aggregate principal amount of all outstanding Debentures, to
               be registered in the name of the Depositary, or its nominee, and
               delivered by the Trustee to the Depositary for crediting to the
               accounts of its participants pursuant to the instructions of the

<PAGE>

               Administrative Trustees; the Issuer upon any such
               presentation shall execute one or more Global Securities in
               such aggregate principal amount and deliver the same to the
               Trustee for authentication and delivery in accordance with
               this Indenture; and payments on the Debentures issued as a
               Global Security will be made to the Depositary; and

                   (ii) if any Preferred Securities are held in
               certificated form, the related Certificated Debentures may be
               presented to the Trustee by the Property Trustee and any
               Preferred Security certificate which represents Preferred
               Securities other than Preferred Securities in book-entry form
               ("Non Book-Entry Preferred Securities") will be deemed to
               represent beneficial interests in Debentures presented to the
               Trustee by the Property Trustee having an aggregate principal
               amount equal to the aggregate liquidation amount of the Non
               Book-Entry Preferred Securities until such Preferred Security
               certificates are presented to the Debenture Registrar for
               transfer or reissuance, at which time such Preferred Security
               certificates will be canceled and a Debenture, registered in
               the name of the holder of the Preferred Security certificate
               or the transferee of the holder of such Preferred Security
               certificate, as the case may be, with an aggregate principal
               amount equal to the aggregate liquidation amount of the
               Preferred Security certificate canceled, will be executed by
               the Issuer and delivered to the Trustee for authentication and
               delivery in accordance with this Indenture. Upon the issuance
               of such Debentures, Debentures with an equivalent aggregate
               principal amount that were presented by the Property Trustee
               to the Trustee will be canceled.

               (b) The Global Securities shall represent the aggregate amount of
outstanding Debentures from time to time endorsed thereon; provided, that the
aggregate amount of out- standing Debentures represented thereby may from time
to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Debentures represented thereby
shall be made by the Trustee, in accordance with instructions given by the
Issuer as required by this Section 2.02.

               (c) The Global Securities may be transferred, in whole but not in
part, only to the Depositary, another nominee of the Depositary, or to a
successor Depositary selected or approved by the Issuer or to a nominee of such
successor Depositary.

               (d) If at any time the Depositary notifies the Issuer that it is
unwilling or unable to continue as Depositary or the Depositary has ceased to be
a clearing agency registered under the Exchange Act or any applicable statute or
regulation, and a successor Depositary is not appointed by the Issuer within 90
days after the Issuer receives such notice or becomes aware of such condition,
as the case may be, the Issuer will execute, and the Trustee, upon receipt of an
Issuer Order, will authenticate and make available for delivery the Certificated
Debentures, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security in exchange for such Global
Security. If there is an Event of Default, the Depositary shall have the right
to exchange the Global Securities for Certificated Debentures. In addition, the
Issuer may at any time determine that the Debentures shall no longer be
represented

<PAGE>

by a Global Security. In the event of such an Event of Default or such a
determination, the Issuer shall execute, and subject to Section 2.8 of the
Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Issuer and a Issuer Order, shall authenticate and make
available for delivery the Certificated Debentures, in authorized denominations,
and in an aggregate principal amount equal to the principal amount of the Global
Security in exchange for such Global Security. Upon the exchange of the Global
Security for such Certificated Debentures, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Certificated Debentures
issued in exchange for the Global Security shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Certificated Debentures to the
Depositary for delivery to the Persons in whose names such Certificated
Debentures are so registered.

         Section 2.03  Interest

               (a) Each Debenture shall bear interest at the rate of ____% per
annum (the "Coupon Rate") from the most recent date to which interest has been
paid or duly provided for or, if no interest has been paid or duly provided for,
from _______________,____, until the principal thereof becomes due and payable,
and at the Coupon Rate on any overdue principal (and premium, if any) and (to
the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest, compounded semi-annually, payable (subject
to the provisions of Article Fifteen of the Indenture) semi-annually in arrears
on _________ and _______ of each year (each, an "Interest Payment Date")
commencing on ___________, ___, to the Person in whose name such Debenture or
any Predecessor Debenture is registered, at the close of business on the regular
record date for such interest installment, which shall be the fifteenth day of
the month immediately preceding the month in which the relevant Interest Payment
Date falls.

               (b) Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months and, for any period of less than a full
calendar month, the number of days lapsed in such month. If any Interest Payment
Date falls on a day that is not a Business Day, then payment of interest payable
on such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except that
if such next succeeding Business Day falls in the next succeeding calendar year,
then such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on the date such payment is
otherwise required.

               (c) During such time as the Property Trustee is the holder of any
Debentures, the Issuer shall pay any additional amounts on the Debentures as may
be necessary in order that the amount of Distributions then due and payable by
Trust on the outstanding Trust Securities shall not be reduced as a result of
any additional taxes, duties and other governmental charges to which Trust has
become subject as a result of a Tax Event ("Additional Sums").

               (d) Interest on any Debenture that is payable, and that is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that

<PAGE>

Debenture (or one or more Predecessor Debentures) is registered at the close of
business on the record date for such interest installment.

         Section 2.04      Defaulted Interest.

(a) Any interest on any Debenture that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the holder on the relevant
regular record date by virtue of having been such holder; and such Defaulted
Interest shall be paid by the Issuer, at its election, as provided in subsection
(b) or (c) below:

               (b) The Issuer may make payment of any Defaulted Interest on
Debentures to the Persons in whose names such Debentures (or their respective
Predecessor Debentures) 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 Issuer shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Debenture and the
date of the proposed payment, and at the same time the Issuer 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 not be more than 15 nor less than ten days prior to the date of the
proposed payment and not less than ten days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the Issuer
of such special record date and, in the name and at the expense of the Issuer,
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
Securityholder at his or her address as it appears in the Debenture Register,
not less than 10 days prior to such special record date. Notice of the proposed
payment of such Defaulted Interest and the special record date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names such Debentures (or their respective Predecessor Debentures) are
registered on such special record date and shall be no longer payable pursuant
to the following clause (c).

<PAGE>

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

         Section 2.05    CUSIP Numbers.

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

                                  ARTICLE III

         The following provisions constitute additions to the covenants of the
Issuer contained in Article Three of the Original Indenture that shall apply,
and shall only apply, to the series of Securities designated pursuant to this
Supplemental Indenture and referred to herein as Debentures.

         Section 3.01 Amendment of Section 3.1. Section 3.1 of the Original
Indenture is hereby amended by adding thereto the following sentence: The Issuer
further covenants to pay any and all amounts, including, without limitation,
Additional Sums, as may be required pursuant to Section 2.03(c) of the
[First][Second] Supplemental Indenture dated as of        , 200 , and Compounded
Interest, as may be required pursuant to Section 15.5 of the Indenture.

         Section 3.02    Amendment of Section 3.2.

               (a) Section 3.2 of the Original Indenture is hereby amended by
renumbering the existing provisions of that Section as subsection (a) of Section
3.2 and by adding thereto as a new subsection (b) of Section 3.2 the following
subsection:

               (b) In addition to any such office or agency, the Issuer may from
time to time designate one or more offices or agencies outside the Borough of
Manhattan, The City of New York, where the Debentures may be presented for
payment, registration of transfer and for exchange in the manner provided in
this Indenture, and the Issuer may from time to time rescind such designation,
as the Issuer may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain any such office or agency in the Borough of Manhattan,
The City of New York, for the purposes above mentioned. The Issuer shall give to
the Trustee prompt written notice of any such designation or rescission thereof.

<PAGE>

         Section 3.03 Amendment of Article Three. Article Three of the Indenture
is hereby amended by adding thereto the following Sections 3.6 to 3.10,
inclusive:

               Section 3.6. Certificate to Trustee. The Issuer will deliver
         to the Trustee on or before 120 days after the end of each fiscal year
         in each year, commencing with the first fiscal year ending after the
         date hereof, so long as Debentures are outstanding hereunder, an
         Officers' Certificate, one of the signers of which shall be the
         principal executive, principal financial or principal accounting
         officer of the Issuer, stating that in the course of the performance by
         the signers of their duties as officers of the Issuer they would
         normally have knowledge of any default by the Issuer in the performance
         of any covenants contained herein, stating whether or not they have
         knowledge of any such default and, if so, specifying each such default
         of which the signers have knowledge and the nature thereof.

               Section 3.7.  Limitation on Dividends.

               The Issuer will not, and will not permit any subsidiary of the
         Issuer to, (i) declare or pay any dividends or distributions on, or
         redeem, purchase, acquire or make a liquidation payment with respect
         to, any of the Issuer's capital stock (which includes common and
         preferred stock) (other than (a) dividends or distributions in shares
         of, or options, warrants or rights to subscribe for or purchase shares
         of, Common Stock of the Issuer, (b) any declaration of a dividend in
         connection with the implementation of a shareholder's rights plan, any
         issuance of stock under any such plan and any redemption or repurchase
         of any such rights pursuant thereto, (c) as a result of a
         reclassification of the Issuer's capital stock or the conversion or
         exchange of one class or series of the Issuer's capital stock for
         another class or series of the Issuer's capital stock, (d) the purchase
         of fractional interests in shares of the Issuer's capital stock
         pursuant to the conversion or exchange provisions of such capital stock
         or the security being converted or exchanged and (e) purchases of
         Common Stock related to the issuance of Common Stock or rights under
         any of the Issuer's benefit plans for its directors, officers,
         employees or consultants or any of the Issuer's dividend reinvestment
         plans), (ii) make any payment of principal, premium, if any, or
         interest on or repay or repurchase or redeem any debt securities of the
         Issuer (including Other Debentures) that rank pari passu with or junior
         in right of payment to the Debentures or (iii) make any guarantee
         payments with respect to any guarantee by the Issuer (other than
         payments under the Preferred Securities Guarantee) of the debt
         securities of any Subsidiary of the Issuer (including Other Guarantees)
         if such guarantee ranks pari passu or junior in right of payment to the
         Debentures if, in any such case at such time (1) there shall have
         occurred any event of which the Issuer has actual knowledge that (a),
         with the giving of notice or the lapse of time, or both, would
         constitute an Event of Default and (b) in respect of which the Issuer
         shall not have taken reasonable steps to cure, (2) an Event of Default
         hereunder shall have occurred and be continuing, (3) if such Debentures
         are held by the Property Trustee, the Issuer shall be in default with
         respect to its payment obligations under the Preferred Securities
         Guarantee or [(4) the Issuer shall have given notice of its election of
         the exercise of its right to extend the interest payment period
         pursuant to Section 15.6 of the Indenture and any such extension shall
         be continuing].

<PAGE>

               Section 3.8.  Covenants as to Trust.

               If Debentures are issued to the Trust or a trustee of such trust
         in connection with the issuance of Trust Securities by the Trust, for
         so long as such Trust Securities remain outstanding, the Issuer (i)
         will maintain 100% direct or indirect ownership of the Common
         Securities of the Trust; provided, however, that any successor of the
         Issuer, permitted pursuant to Article Nine of the Indenture, may
         succeed to the Issuer's ownership of such Common Securities, (ii) will
         use its reasonable efforts to cause the Trust (a) to remain a business
         trust, except in connection with a distribution of Debentures to the
         holders of Trust Securities in liquidation of the Trust, the
         redemption of all of the Trust Securities of the Trust or certain
         mergers, consolidations or amalgamations, each as permitted by the
         Declaration, and (b) otherwise to continue to be treated as a grantor
         trust and not an association taxable as a corporation for United
         States federal income tax purposes and (iii) will use its reasonable
         efforts to cause each holder of Trust Securities to be treated as
         owning an undivided beneficial interest in the Debentures.

               Section 3.9.  Payment of Trust's Costs and Expenses.

               In connection with the offering, sale and issuance of the
         Debentures to the Trust and in connection with the sale of the Trust
         Securities by the Trust, the Issuer, in its capacity as borrower with
         respect to the Trust Securities, shall:

                        (a) pay all costs and expenses relating to the
               offering, sale and issuance of the Trust Securities and
               compensation of the Trustees in accordance with the provisions
               of Section 10.6 of the Declaration;

                        (b) pay all costs and expenses of the Trust,
               including without limitation costs and expenses relating to
               the organization of the Trust, the offering, sale and issuance
               of the Trust Securities (including commissions to the initial
               purchaser or purchasers in connection therewith), the fees and
               expenses of the Property Trustee and the Delaware Trustee, the
               costs and expenses relating to the operation of the Trust,
               including without limitation costs and expenses of
               accountants, attorneys, statistical or bookkeeping services,
               expenses for printing and engraving and computing or
               accounting equipment, paying agent(s), registrar(s), transfer
               agent(s), duplicating, travel and telephone and other
               telecommunications expenses and costs and expenses incurred in
               connection with the acquisition, financing, and disposition of
               assets of the Trust;

                        (c) be  primarily  and  fully  liable  for any
               indemnification  obligations  arising  with  respect  to the
               Declaration;

                        (d) pay any and all taxes, duties, assessments or
               governmental charges of whatever nature (other than United
               States withholding taxes attributable to the Trust or its
               assets) imposed on the Trust by the United States or any other
               taxing

<PAGE>


               authority and all liabilities, costs and expenses with respect to
               such taxes of the Trust ; and

                        (e) pay all other fees, expenses, debts and
               obligations (other than in respect of principal, interest and
               premium, if any, on the Trust Securities) related to the
               Trust.

               The foregoing obligations of the Issuer are for the benefit
         of, and shall be enforceable by, any person to whom any such debt,
         obligations, costs, expenses and taxes are owed (each, a "Creditor")
         whether or not such Creditor has received notice thereof. Any such
         Creditor may enforce such obligations of the Issuer directly against
         the Issuer, and the Issuer irrevocably waives any right or remedy to
         require that any such Creditor take any action against the Trust or any
         person before proceeding against the Issuer. The Issuer shall execute
         such additional agreements as may be necessary or desirable to give
         full effect to the foregoing.

               Section 3.10.  Payment Upon Resignation or Removal.

               Upon termination of this Indenture or the removal or
         resignation of the Trustee, unless otherwise stated, the Issuer shall
         pay to the Trustee all amounts accrued and owing to the date of such
         termination, removal or resignation. Upon termination of the
         Declaration or the removal or resignation of the Delaware Trustee or
         the Property Trustee, as the case may be, pursuant to Section 5.7 of
         the Declaration, the Issuer shall pay to the Delaware Trustee or the
         Property Trustee, as the case may be, all amounts accrued and owing to
         the date of such termination, removal or resignation.

                                   ARTICLE IV

         The following provisions of this Article IV constitute amendments to
the provisions of Article Five of the Original Indenture that shall apply, and
shall only apply, to the series of Securities designated pursuant to this
Supplemental Indenture and referred to herein as Debentures.

         Section 4.01 Amendment of Section 5.1. Subsections (a) and (b) of
Section 5.1 of the Original Indenture are hereby amended so as to be and read,
in their entirety, as follows:

               (a) default in the payment of any interest (including Compounded
Interest or Additional Sums, if any), upon any Debenture or any Other Debentures
when it becomes due and payable, and continuance of such default for a period of
30 days; provided, however, that a valid extension of an interest payment period
by the Issuer in accordance with the terms hereof shall not constitute a default
in the payment of interest for this purpose; or

               (b) default in the payment of all or any part of the principal of
(or premium, if any, on) any Debenture or any Other Debentures as and when the
same shall become due and payable either at maturity, upon redemption, by
declaration of acceleration of maturity or otherwise.

<PAGE>

         Section 4.02 Further Amendment of Section 5.1. The second sentence of
the second paragraph of Section 5.1 of the Original Indenture is hereby amended
to add the phrase "(including Compounded Interest and Additional Sums, if any)"
after the phrase "all matured installments of interest, if any."

         Section 4.03 Amendment of Section 5.2. The first paragraph of Section
5.2 of the Original Indenture is hereby amended so as to be and read, in its
entirety, as follows:

         The Issuer covenants that:

                   (a) in case default shall be made in the payment of any
         installment of interest (including Compounded Interest and Additional
         Sums, if any) upon any of the Debentures as and when the same shall
         become due and payable, and such default shall have continued for a
         period of 30 days, or

                   (b) in case default shall be made in the payment of the
         principal of or premium, if any, on any of the Debentures as and when
         the same shall have become due and payable, whether at maturity of the
         Debentures or upon redemption or by declaration or otherwise,

         then, upon demand of the Trustee, the Issuer will pay to the Trustee,
         for the benefit of the holders of the Debentures, the whole amount that
         then shall have become due and payable on all such Debentures for
         principal and premium, if any, or interest (including Compounded
         Interest and Additional Sums, if any) or both, as the case may be, with
         interest upon the overdue principal and premium, if any, and (to the
         extent that payment of such interest is enforceable under applicable
         law and, if the Debentures are held by Trust or a trustee of such
         trust, without duplication of any other amounts paid by the Trust or a
         trustee in respect thereof) upon the overdue installments of interest
         (including Compounded Interest and Additional Sums, if any) at the rate
         borne by the Debentures; and, in addition thereto, such further amount
         as shall be sufficient to cover the costs and expenses of collection,
         including a reasonable compensation to the Trustee, its agents,
         attorneys and counsel, and any expenses or liabilities incurred by the
         Trustee hereunder other than through its negligence or bad faith.

         Section 4.04 Further Amendment of Section 5.2. The sentence comprising
the third paragraph of Section 5.2 of the Original Indenture is hereby amended
to add the phrase "(including Compounded Interest and Additional Sums, if any)"
after the phrase "the whole amount of principal and interest, if any."

         Section 4.05 Amendment of Section 5.3. The first paragraph of Section
5.3 of the Original Indenture is hereby amended by adding thereto a new SECOND
subparagraph so as to be and read, in its entirety, as follows and renumbering
the remaining subparagraphs thereof:

         SECOND: To the payment of all [Senior] [Superior] Indebtedness of the
Issuer if and to the extent required by Article XIV;

         Section 4.06   Further Amendment of Section 5.3. The newly renumbered
THIRD paragraph of Section 5.3 of the Original  Indenture is hereby amended by
adding thereto the

<PAGE>


phrase "(including Compounded Interest and Additional Sums, if any)" after the
phrase "to the payment of interest, if any, on the Securities."

         Section 4.07 Final Amendment of Section 5.3. The newly renumbered
FOURTH paragraph of Section 5.3 of the Original Indenture is hereby amended by
adding thereto the phrase "(including Compounded Interest and Additional Sums,
if any)" after the phrase "then owing and unpaid upon the Securities of such
series for principal and interest, if any."

         Section 4.08 Amendment of Section 5.4. Section 5.4 of the Original
Indenture is hereby amended by adding a new third paragraph which shall be and
read, in its entirety, as follows:

         The Issuer and the Trustee acknowledge that pursuant to the
         Declaration, the holders of Preferred Securities are entitled, in the
         circumstances and subject to the limitations set forth therein, to
         commence a Direct Action with respect to any Event of Default under
         this Indenture and the Debentures.

         Section 4.09 Amendment of Section 5.7. The second sentence of Section
5.7 of the Original Indenture is hereby amended so as to be and read as follows:

         Prior to any declaration accelerating the maturity of the Debentures,
         the holders of a majority in aggregate principal amount of the
         Debentures at the time outstanding may on behalf of the holders of all
         of the Debentures waive any past default or Event of Default and its
         consequences except a default (a) in the payment of principal of or
         premium, if any, or interest (including Compounded Interest and
         Additional Sums, if any) on any of the Debentures or (b) in respect of
         covenants or provisions hereof which cannot be modified or amended
         without the consent of the holder of each Debenture affected; provided,
         however, that if the Debentures are held by the Property Trustee, such
         waiver or modification to such waiver shall not be effective until the
         holders of a majority in aggregate liquidation amount of Trust
         Securities shall have consented to such waiver or modification to such
         waiver; and provided further, that, if the consent of the holder of
         each outstanding Debenture is required, such waiver shall not be
         effective until each holder of the Trust Securities shall have
         consented to such waiver.

         Section 4.10 Amendment of Section 5.8. The proviso to Section 5.8 of
the Original Indenture is hereby amended to add the phrase "(including
Compounded Interest and Additional Sums, if any)" after the phrase "except in
the case of default in the payment of the principal of or interest, if any."

         Section 4.11 Further Amendment of Section 5.8. The provisions of
Section 5.8 of the Original Indenture, as amended by Section 4.10, are hereby
amended by recasting such provisions as subsection (a) of Section 5.8 and adding
to Section 5.8 of the Original Indenture the following subsection (b) which
shall be and read, in its entirety, as follows:

               (b) Within five Business Days after the occurrence of any
         Event of Default actually known to the Trustee, the Trustee shall
         transmit notice of such Event of Default to all Securityholders, unless
         such Event of Default shall have been cured or waived.

<PAGE>

         Section 4.12 Amendment of Section 5.9. The second sentence of Section
5.9 of the Original Indenture is hereby amended to add the phrase "(including
Compounded Interest and Additional Sums, if any)" after the phrase "for the
enforcement of the payment of the principal of or interest, if any."

                                   ARTICLE V

         The following provisions of this Article V constitute amendments to the
provisions of Article Eight of the Original Indenture that shall apply, and
shall only apply, to the series of Securities designated pursuant to this
Supplemental Indenture and referred to herein as Debentures.

         Section 5.01 Amendment of Section 8.2. Clause (i)(3) of subsection (a)
of Section 8.2 of the Original Indenture is hereby amended to add the phrase
"(including Compounded Interest)" after the phrase "reduce the rate or extend
the time of payment of interest, if any."

         Section 5.02 Further Amendment of Section 8.2. Subsection (a) of
Section 8.2 of the Original Indenture is hereby amended by deleting the period
at the end thereof and substituting a semicolon therefor and by adding the
following provisos to the end thereof which shall be and read, in its entirety,
as follows:

         provided, however, that if the Debentures are held by the Trust, such
         amendment shall not be effective until the holders of a majority in
         liquidation amount of Trust Securities shall have consented to such
         amendment; and provided, further, that, if the consent of the holder of
         each outstanding Debenture is required, such amendment shall not be
         effective until each holder of the Trust Securities shall have
         consented to such amendment.

                                   ARTICLE VI

         The following provisions of this Article VI constitute amendments to
the provisions of Article Nine of the Original Indenture that shall apply, and
shall only apply, to the series of Securities designated pursuant to this
Supplemental Indenture and referred to herein as Debentures.

         Section 6.01 Amendment of Section 9.1. Subsection (c) of Section 9.1 of
the Original Indenture is hereby amended to add the phrase "(including
Compounded Interest and Additional Sums, if any)" after the phrase "the due and
punctual payment of the principal of and interest, if any."

         Section 6.02 Amendment of Section 9.2. Subsection (a) of Section 9.2 of
the Original Indenture is hereby amended to add the phrase "(including
Compounded Interest and Additional Sums, if any)" after the phrase "of the due
and punctual payment of the principal of and interest, if any."

         Section 6.03 Further Amendment of Section 9.2. The proviso to
subsection (a) of Section 9.2 of the Original Indenture is hereby amended to add
the phrase "(including

<PAGE>


Compounded Interest and Additional Sums, if any)" after the phrase "to the
extent, but only to the extent, of liability to pay the principal of and
interest, if any."

                                  ARTICLE VII

         The following provisions of this Article VII constitute amendments to
the provisions of Article Ten of the Original Indenture that shall apply, and
shall only apply, to the series of Securities designated pursuant to this
Supplemental Indenture and referred to herein as Debentures.

         Section 7.01 Amendment of Subsection (a) of Section 10.1. Clause (i)(1)
of subsection (a) of Section 10.1 of the Original Indenture is hereby amended to
add the phrase "(including Compounded Interest and Additional Sums, if any)"
after the phrase "the Issuer shall have paid or caused to be paid the principal
of and interest, if any."

         Section 7.02 Amendment of Subsection (b) of Section 10.1. Clause (i) of
subsection (b) of Section 10.1 of the Original Indenture is hereby amended to
add the phrase "(including Compounded Interest and Additional Sums, if any)"
after the phrase "the Issuer shall have paid or caused to be paid the principal
of and interest, if any."

         Section 7.03 Further Amendment of Subsection (b) of Section 10.1.
Clause (iii)(2)(A) of subsection (b) of Section 10.1 of the Original Indenture
is hereby amended to add the phrase "(including Compounded Interest and
Additional Sums, if any)" after the phrase "the principal of and interest, if
any."

         Section 7.04 Final Amendment of Subsection (b) of Section 10.1.
Parenthetical clause (3) of subsection (b) of Section 10.1 of the Original
Indenture is hereby amended to add the phrase "(including Compounded Interest
and Additional Sums, if any)" after the phrase "rights of Holders of Securities
of such series to receive payments of principal thereof and interest, if any."

         Section 7.05 Amendment of Subsection (c) of Section 10.1. Parenthetical
clause (3) of subsection (c) of Section 10.1 of the Original Indenture is hereby
amended to add the phrase "(including Compounded Interest and Additional Sums,
if any)" after the phrase "rights of Holders of Securities of such series to
receive payments of principal thereof and interest, if any."

         Section 7.06 Further Amendment of Subsection (c) of Section 10.1.
Clause (i)(1) of subsection (c) of Section 10.1 of the Original Indenture is
hereby amended to add the phrase "(including Compounded Interest and Additional
Sums, if any)" after the phrase "the principal of and interest, if any."

         Section 7.07 Amendment of Section 10.4. Section 10.4 of the Original
Indenture is hereby amended to add the phrase "(including Compounded Interest
and Additional Sums, if any)" after the phrase "Any moneys deposited with or
paid to the Trustee or any Paying Agent for the payment of the principal of or
interest, if any."

<PAGE>

                                  ARTICLE VIII

         The following provisions of this Article VIII constitute amendments to
the provisions of Article Eleven of the Original Indenture that shall apply, and
shall only apply, to the series of Securities designated pursuant to this
Supplemental Indenture and referred to herein as Debentures.

         Section 8.01 Amendment of Article Eleven. Article Eleven of the
Original Indenture is hereby amended to add thereto a new Section 11.11 which
shall be and read, in its entirety, as follows:

                  Section 11.11. Acknowledgment of Rights. The Issuer
         acknowledges that, with respect to any Debentures held by the Trust or
         a trustee of such trust, if the Property Trustee of such the Trust
         fails to enforce its rights under this Indenture as the holder of the
         Debentures held as the assets of the Trust any holder of Preferred
         Securities may, to the full extent permitted by law, institute legal
         proceedings directly against the Issuer to enforce such Property
         Trustee's rights under this Indenture without first instituting any
         legal proceedings against such Property Trustee or any other person or
         entity (a "Direct Action"). Notwithstanding the foregoing, if an Event
         of Default has occurred and is continuing and such event is
         attributable to the failure of the Issuer to pay principal of or
         premium, if any, or interest (including Compounded Interest and
         Additional Sums, if any) on the Debentures when due, the Issuer
         acknowledges that a holder of Preferred Securities may directly
         institute a proceeding for enforcement of payment to such holder of the
         principal of or premium, if any, or interest (including Compounded
         Interest and Additional Sums, if any) on the Debentures having a
         principal amount equal to the aggregate liquidation amount of the
         Preferred Securities of such holder on or after the respective due date
         specified in the Debentures.

                                   ARTICLE IX

         The following provisions of this Article IX constitute provisions of a
new Article Fifteen of the Original Indenture that shall apply, and shall only
apply, to the series of Securities designated pursuant to this Supplemental
Indenture and referred to herein as Debentures.

                                 ARTICLE FIFTEEN

               Section 15.1 Special Event Redemption.

               If, at any time, a Special Event has occurred and is
         continuing then, notwithstanding Section 15.2(a) of the Indenture, the
         Issuer shall have the right but not the obligation, at any time within
         90 days following the occurrence of such Special Event, upon (i) not
         less than 45 days' written notice to the Trustee and (ii) not less than
         30 days' nor more than 60 days' written notice to the Securityholders,
         to redeem the Debentures, in whole (but not in part), at the Special
         Event Redemption Price. Following a Special Event, if the Issuer wishes
         to exercise its right of redemption pursuant to this Section 15.1 of
         the Indenture, the Issuer shall take such action as is necessary to
         promptly determine the Special Event Redemption Price, including
         without limitation the

<PAGE>


         appointment by the Issuer of a Reference Treasury Dealer. The Issuer
         shall provide the Trustee with written notice of the Special Event
         Redemption Price promptly after the calculation thereof, which notice
         shall include any calculation made by the Reference Treasury Dealer in
         connection with the determination of the Special Event Redemption
         Price. The Special Event Redemption Price shall be paid prior to
         12:00 noon, New York City time, on the date of such redemption or such
         earlier time as the Issuer determines, provided that the Issuer shall
         deposit with the Trustee an amount sufficient to pay the Special Event
         Redemption Price by 10:00 a.m., New York City time, on the date such
         Special Event Redemption Price is to be paid.

               Section 15.2 Optional Redemption by Issuer.

                   (a) Subject to the provisions of Article Twelve of the
         Original Indenture, the Issuer shall have the right to redeem the
         Debentures, in whole or in part, from time to time, at a redemption
         price equal to the Optional Redemption Price.

                   (b) If the Debentures are only partially redeemed pursuant to
         this Section 15.2 of the Indenture, the Debentures to be redeemed
         shall be selected on a pro rata basis not more than 60 days prior to
         the date fixed for redemption from the outstanding Debentures not
         previously called for redemption; provided, however, that with respect
         to Securityholders that would be required to hold Debentures with an
         aggregate principal amount of less than $100,000 but more than an
         aggregate principal amount of zero as a result of such pro rata
         redemption, the Issuer shall redeem Debentures of each such
         Securityholder so that after such redemption such Securityholder shall
         hold Debentures either with an aggregate principal amount of at least
         $100,000 or such Securityholder no longer holds any Debentures and
         shall use such method (including, without limitation, by lot) as the
         Issuer shall deem fair and appropriate; and provided, further, that any
         such proration may be made on the basis of the aggregate principal
         amount of Debentures held by each Securityholder and may be made by
         making such adjustments as the Issuer deems fair and appropriate in
         order that only Debentures in denominations of $1,000 or integral
         multiples thereof shall be redeemed. The Optional Redemption Price
         shall be paid prior to 12:00 noon, New York City time, on the date of
         such redemption or at such earlier time as the Issuer determines;
         provided that the Issuer shall deposit with the Trustee an amount
         sufficient to pay the Optional Redemption Price by 10:00 a.m., New York
         City time, on the date such Optional Redemption Price is to be paid.

               Section 15.3  No Sinking Fund.

               The Debentures are not entitled to the benefit of any sinking
fund.

               Section 15.4 Application of Article 12. Any redemption effected
         pursuant to Section 15.1 or 15.2 of the Indenture shall be effected
         in accordance with the provisions of Article Twelve of the Original
         Indenture to the extent that those provisions are not in conflict with
         the provisions of Section 15.1 or 15.2 of the Indenture, as the case
         may be.

<PAGE>

               Section 15.5  Extension of Interest Payment Period.

               So long as no Event of Default has occurred and is continuing,
         the Issuer shall have the right, at any time and from time to time
         during the term of the Debentures, to defer payments of interest by
         extending the interest payment period of such Debentures for a period
         not exceeding ten consecutive semi-annual periods, including the first
         such semi-annual period during such extension period (the "Extended
         Interest Payment Period"), during which Extended Interest Payment
         Period no interest shall be due and payable; provided that no Extended
         Interest Payment Period shall end on a date other than an Interest
         Payment Date or extend beyond the Maturity Date. To the extent
         permitted by applicable law, interest, the payment of which has been
         deferred because of the extension of the interest payment period
         pursuant to this Section 15.5, will bear interest thereon at the
         Coupon Rate compounded semi-annually for each semi-annual period of the
         Extended Interest Payment Period ("Compounded Interest"). At the end of
         the Extended Interest Payment Period, the Issuer shall pay all interest
         accrued and unpaid on the Debentures, including any Additional Sums and
         Compounded Interest (together, "Deferred Interest") that shall be
         payable to the holders of the Debentures in whose names the Debentures
         are registered in the Debenture Register on the first record date
         preceding the end of the Extended Interest Payment Period. Before the
         termination of any Extended Interest Payment Period, the Issuer may
         further defer payments of interest by further extending such period;
         provided that such period, together with all such previous and further
         extensions within such Extended Interest Payment Period, shall not
         exceed ten consecutive semi-annual periods, including the first such
         semi-annual period during such Extended Interest Payment Period, and
         shall not end on a date other than an Interest Payment Date or extend
         beyond the Maturity Date of the Debentures. Upon the termination of any
         Extended Interest Payment Period and the payment of all Deferred
         Interest then due, the Issuer may commence a new Extended Interest
         Payment Period, subject to the foregoing requirements. No interest
         shall be due and payable during an Extended Interest Payment Period,
         except at the end thereof, but the Issuer may prepay at any time all or
         any portion of the interest accrued during an Extended Interest Payment
         Period.

               Section 15.6  Notice of Extension.

                   (a) If the Property Trustee is the only registered holder of
         the Debentures at the time the Issuer selects an Extended Interest
         Payment Period, the Issuer shall give written notice to the
         Administrative Trustees, the Property Trustee and the Trustee of its
         selection of such Extended Interest Payment Period five Business Days
         before the earlier of (i) the next succeeding date on which
         Distributions on the Trust Securities issued by the Trust are payable
         or (ii) the date the Trust is required to give notice of the record
         date, or the date such Distributions are payable, to any national
         securities exchange or to holders of the Preferred Securities issued by
         the Trust, but in any event at least five Business Days before such
         record date.

                   (b) If the Property Trustee is not the only holder of the
         Debentures at the time the Issuer selects an Extended Interest Payment
         Period, the Issuer shall give the

<PAGE>


         holders of the Debentures and the Trustee written notice of its
         selection of such Extended Interest Payment Period at least ten
         Business Days before the earlier of (i) the next succeeding Interest
         Payment Date or (ii) the date the Issuer is required to give notice of
         the record or payment date of such interest payment to any national
         securities exchange.

                   (c) The semi-annual period in which any notice is given
         pursuant to paragraph (a) or (b) of this Section 15.6 of the Indenture
         shall be counted as one of the ten semi-annual periods permitted in the
         maximum Extended Interest Payment Period permitted under Section 15.5
         of the Indenture.

                                    ARTICLE X

         Section 10.01 Effectiveness. This Supplemental Indenture shall, upon
execution and delivery hereof by all the parties hereto, become effective as of
the date hereof. From and after the effectiveness of this Supplemental
Indenture, the Indenture, as hereby supplemented, amended and modified, shall
remain in full force and effect.

         Section 10.02 Conflicts. If any provision of this Supplemental
Indenture shall conflict with any provision of the Original Indenture, the
provision of this Supplemental Indenture shall be deemed to control.

         Section 10.03 References. Each reference in this Supplemental Indenture
to any Article or Section shall mean and be deemed to refer to such Article or
Section of this Supplemental Indenture unless modified by reference to the
Original Indenture, in which case the reference to such Article or Section shall
be to the Original Indenture or unless modified by reference to the Indenture,
in which case the reference to such Article or Section shall be to the Original
Indenture, as modified by this Supplemental Indenture.

         Section 10.04 Benefit. All the covenants, provisions, stipulations and
agreements contained in this Supplemental Indenture are and shall be for the
sole and exclusive benefit of the parties hereto, their successors and assigns,
and of the holders and registered owners from time to time of the Debentures
issued and outstanding from time to time under the Indenture.

         Section 10.05 Counterparts. This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be deemed an original and all
of which taken together shall be deemed to be a single instrument.

         Section 10.06 Governing Law. This Supplemental Indenture shall be
deemed to be a contract under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of such state without
regard to principles of conflicts of laws, except as may otherwise be required
by mandatory provisions of law.

         Section 10.07 Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.

         IN WITNESS WHEREOF, the said Halliburton Company and JPMorgan Chase
Bank have each caused this Supplemental Indenture to be executed in its
corporate name by the

<PAGE>


officer whose name is subscribed below, thereunto duly authorized, and its
corporate seal to be hereunto affixed and, in the case of Halliburton Company,
attested by its Secretary or Assistant Secretary, all as of the day and year
first above written.

                                                HALLIBURTON COMPANY


                                                By  ____________________
Attest:                                         Name:  Lester L.  Coleman
                                                Title:  Executive Vice President
                                                         and General Counsel

By  _____________________
Name:  John M.  Allen
Title:  Assistant Secretary

                                                JPMORGAN CHASE BANK


                                                By  ____________________
                                                Name:  _________________
                                                Title:  __________________