<PAGE>
                                                                    EXHIBIT 4.1


                         REGIONS FINANCIAL CORPORATION

                                       TO

                             BANKERS TRUST COMPANY,
                                   as Trustee

                                   INDENTURE

                         Dated as of ___________, 20__

                             SENIOR DEBT SECURITIES


<PAGE>


                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                                     <C>
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......................................1

   SECTION 101.           Definitions....................................................................1
   SECTION 102.           Compliance Certificates and Opinions..........................................12
   SECTION 103.           Form of Documents Delivered to Trustee........................................13
   SECTION 104.           Acts of Holders...............................................................14
   SECTION 105.           Notices, etc., the Trustee and Company........................................16
   SECTION 106.           Notice to Holders; Waiver.....................................................17
   SECTION 107.           Effect of Headings and Table of Contents......................................18
   SECTION 108.           Successors and Assigns........................................................18
   SECTION 109.           Separability Clause...........................................................18
   SECTION 110.           Benefits of Indenture.........................................................18
   SECTION 111.           No Personal Liability.........................................................18
   SECTION 112.           Governing Law.................................................................19
   SECTION 113.           Legal Holidays................................................................19

ARTICLE TWO SECURITIES FORMS............................................................................19

   SECTION 201.           Forms of Securities...........................................................19
   SECTION 202.           Form of Trustee's Certificate of Authentication...............................20
   SECTION 203.           Securities Issuable in Global Form............................................20

ARTICLE THREE THE SECURITIES............................................................................21

   SECTION 301.           Amount Unlimited; Issuable in Series..........................................21
   SECTION 302.           Denominations.................................................................26
   SECTION 303.           Execution, Authentication, Delivery and Dating................................26
   SECTION 304.           Temporary Securities..........................................................29
   SECTION 305.           Registration, Registration of Transfer and Exchange...........................31
   SECTION 306.           Mutilated, Destroyed, Lost and Stolen Securities..............................35
   SECTION 307.           Payment of Interest; Interest Rights Preserved................................36
   SECTION 308.           Persons Deemed Owners.........................................................38
   SECTION 309.           Cancellation..................................................................39
   SECTION 310.           Computation of Interest.......................................................39
   SECTION 311.           CUSIP Numbers.................................................................39

ARTICLE FOUR SATISFACTION AND DISCHARGE.................................................................40

   SECTION 401.           Satisfaction and Discharge of Indenture.......................................40
   SECTION 402.           Application of Trust Funds....................................................41

ARTICLE FIVE REMEDIES...................................................................................42

   SECTION 501.           Events of Default.............................................................42
   SECTION 502.           Acceleration of Maturity; Rescission and Annulment............................44
   SECTION 503.           Collection of Indebtedness and Suits for Enforcement by Trustee...............45
</TABLE>


                                      -i-
<PAGE>


<TABLE>
<S>                                                                                                     <C>
   SECTION 504.           Trustee May File Proofs of Claim..............................................46
   SECTION 505.           Trustee May Enforce Claims Without Possession of Securities or Coupons........47
   SECTION 506.           Application of Money Collected................................................47
   SECTION 507.           Limitation on Suits...........................................................48
   SECTION 508.           Unconditional Right of Holders to Receive Principal, Premium or Make-Whole
                          Amount, if any, Interest and Additional Amounts...............................48
   SECTION 509.           Restoration of Rights and Remedies............................................49
   SECTION 510.           Rights and Remedies Cumulative................................................49
   SECTION 511.           Delay or Omission Not Waiver..................................................49
   SECTION 512.           Control by Holders of Securities..............................................49
   SECTION 513.           Waiver of Past Defaults.......................................................50
   SECTION 514.           Waiver of Stay, Usury or Extension Laws.......................................50
   SECTION 515.           Undertaking for Costs.........................................................50

ARTICLE SIX THE TRUSTEE.................................................................................51

   SECTION 601.           Notice of Defaults............................................................51
   SECTION 602.           Certain Duties, Responsibilities and Rights of Trustee........................51
   SECTION 603.           Not Responsible for Recitals or Issuance of Securities........................53
   SECTION 604.           May Hold Securities...........................................................53
   SECTION 605.           Money Held in Trust...........................................................54
   SECTION 606.           Compensation and Reimbursement................................................54
   SECTION 607.           Corporate Trustee Required; Eligibility.......................................55
   SECTION 608.           Resignation and Removal; Appointment of Successor.............................55
   SECTION 609.           Acceptance of Appointment By Successor........................................56
   SECTION 610.           Merger, Conversion, Consolidation or Succession to Business...................58
   SECTION 611.           Appointment of Authenticating Agent...........................................58
   SECTION 612.           Certain Duties and Responsibilities...........................................60
   SECTION 613.           Conflicting Interests.........................................................60
   SECTION 614.           Preferential Collection of Claims Against Company.............................60

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.........................................60

   SECTION 701.           Disclosure of Names and Addresses of Holders..................................60
   SECTION 702.           Reports by Trustee............................................................61
   SECTION 703.           Reports by Company............................................................61
   SECTION 704.           Company to Furnish Trustee Names and Addresses of Holders.....................62

ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE..........................................62

   SECTION 801.           Consolidations and Mergers of Company and Sales, Leases and Conveyances
                          Permitted Subject to Certain Conditions.......................................62
   SECTION 802.           Rights and Duties of Successor Corporation....................................63
</TABLE>


                                     -ii-
<PAGE>


<TABLE>
<S>                                                                                                     <C>
   SECTION 803.           Officers' Certificate and Opinion of Counsel..................................63

ARTICLE NINE SUPPLEMENTAL INDENTURES....................................................................63

   SECTION 901.           Supplemental Indentures Without Consent of Holders............................63
   SECTION 902.           Supplemental Indentures with Consent of Holders...............................65
   SECTION 903.           Execution of Supplemental Indentures..........................................67
   SECTION 904.           Effect of Supplemental Indentures.............................................67
   SECTION 905.           Conformity with Trust Indenture Act...........................................67
   SECTION 906.           Reference in Securities to Supplemental Indentures............................67
   SECTION 907.           Notice of Supplemental Indentures.............................................68

ARTICLE TEN COVENANTS...................................................................................68

   SECTION 1001.          Payment of Principal, Premium or Make-Whole Amount, if any, Interest and
                          Additional Amounts............................................................68
   SECTION 1002.          Maintenance of Office or Agency...............................................68
   SECTION 1003.          Money for Securities Payments to Be Held in Trust.............................70
   SECTION 1004.          [Reserved]....................................................................71
   SECTION 1005.          Existence.....................................................................71
   SECTION 1006.          Maintenance of Properties.....................................................72
   SECTION 1007.          [Reserved]....................................................................72
   SECTION 1008.          Payment of Taxes and Other Claims.............................................72
   SECTION 1009.          Provision of Financial Information............................................72
   SECTION 1010.          Statement as to Compliance....................................................73
   SECTION 1011.          Additional Amounts............................................................73
   SECTION 1012.          Waiver of Certain Covenants...................................................74
   SECTION 1013.          Sale or Issuance of Capital Stock of Principal Subsidiary Bank................74

ARTICLE ELEVEN REDEMPTION OF SECURITIES.................................................................76

   SECTION 1101.          Applicability of Article......................................................76
   SECTION 1102.          Election to Redeem; Notice to Trustee.........................................76
   SECTION 1103.          Selection by Trustee of Securities to Be Redeemed.............................76
   SECTION 1104.          Notice of Redemption..........................................................77
   SECTION 1105.          Deposit of Redemption Price...................................................79
   SECTION 1106.          Securities Payable on Redemption Date.........................................79
   SECTION 1107.          Securities Redeemed in Part...................................................80

ARTICLE TWELVE SINKING FUNDS............................................................................80

   SECTION 1201.          Applicability of Article......................................................80
   SECTION 1202.          Satisfaction of Sinking Fund Payments with Securities.........................81
   SECTION 1203.          Redemption of Securities for Sinking Fund.....................................81

ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS.....................................................81

   SECTION 1301.          Applicability of Article......................................................81
   SECTION 1302.          Repayment of Securities.......................................................82
   SECTION 1303.          Exercise of Option............................................................82
</TABLE>


                                     -iii-
<PAGE>


<TABLE>
<S>                                                                                                     <C>
   SECTION 1304.          When Securities Presented for Repayment Become Due and Payable................83
   SECTION 1305.          Securities Repaid in Part.....................................................84

ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE.....................................................84

   SECTION 1401.          Applicability of Article; Company's Option to Effect Defeasance or
                          Covenant Defeasance...........................................................84
   SECTION 1402.          Defeasance and Discharge......................................................84
   SECTION 1403.          Covenant Defeasance...........................................................85
   SECTION 1404.          Conditions to Defeasance or Covenant Defeasance...............................85
   SECTION 1405.          Deposited Money and Government Obligations to Be Held in Trust; Other
                          Miscellaneous Provisions......................................................87
   SECTION 1406.          Reinstatement.................................................................88

ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES.......................................................89

   SECTION 1501.          Purposes for Which Meetings May Be Called.....................................89
   SECTION 1502.          Call, Notice and Place of Meetings............................................89
   SECTION 1503.          Persons Entitled to Vote at Meetings..........................................90
   SECTION 1504.          Quorum; Action................................................................90
   SECTION 1505.          Determination of Voting Rights; Conduct and Adjournment of Meetings...........91
   SECTION 1506.          Counting Votes and Recording Action of Meetings...............................92
   SECTION 1507.          Evidence of Action Taken by Holders...........................................92
   SECTION 1508.          Proof of Execution of Instruments.............................................93

ARTICLE SIXTEEN CONVERSION OR EXCHANGE OF SECURITIES....................................................93

   SECTION 1601.          Applicability of Article......................................................93
   SECTION 1602.          Election to Exchange; Notice to Trustee and Holders...........................93
   SECTION 1603.          No Fractional Shares..........................................................93
   SECTION 1604.          Adjustment of Exchange Rate...................................................94
   SECTION 1605.          Payment of Certain Taxes Upon Exchange........................................94
   SECTION 1606.          Shares Free and Clear.........................................................94
   SECTION 1607.          Cancellation of Security......................................................95
   SECTION 1608.          Duties of Trustee Regarding Exchange..........................................95
   SECTION 1609.          Repayment of Certain Funds Upon Exchange......................................95
   SECTION 1610.          Exercise of Conversion Privilege..............................................96
   SECTION 1611.          Effect of Consolidation or Merger on Conversion Privilege.....................97
</TABLE>


                                     -iv-
<PAGE>


                         REGIONS FINANCIAL CORPORATION

Reconciliation and tie between Trust Indenture Act of 1939, as amended (the
"TIA"), and Indenture, dated as of ___________, 20__


<TABLE>
<CAPTION>
Trust Indenture Act Section                                                  Indenture Section

<S>                                                                                <C>
Section 310(a)(1)...................................................................607
       (a)(2).......................................................................607
       (b)..........................................................................613
Section 312(c)......................................................................701
Section 314(a)......................................................................703
       (a)(4).......................................................................1010
       (c)(1).......................................................................102
       (c)(2).......................................................................102
       (e)..........................................................................102
Section 315(b)......................................................................601
Section 316(a)(last sentence).......................................................101 ("Outstanding")
       (a)(1)(A)....................................................................502, 512
       (a)(1)(B)....................................................................513
       (b)..........................................................................508
Section 317(a)(1)...................................................................503
       (a)(2).......................................................................504
Section 318(a)......................................................................112
       (c)..........................................................................112
</TABLE>

         Note: This reconciliation and tie shall not, for any purpose, be
         deemed to be a part of the Indenture.

         Attention should also be directed to Section 318(c) of the TIA, which
         provides that the provisions of Sections 310 to and including 317 of
         the TIA are a part of and govern every qualified indenture, whether or
         not physically contained therein.


                                      -v-
<PAGE>


                                   INDENTURE

         INDENTURE, dated as of _____, 20__, between REGIONS FINANCIAL
CORPORATION, a Delaware corporation (hereinafter called the "Company"), having
its principal office at 417 North 20th Street, Birmingham, Alabama 35203 and
BANKERS TRUST COMPANY, a New York banking corporation, as Trustee hereunder
(hereinafter called the "Trustee"), having Corporate Trust Office at 4 Albany
Street, 4th Floor, New York, New York 10006.

                            RECITALS OF THE COMPANY

         The Company deems it necessary to issue from time to time for its
lawful purposes senior debt securities (hereinafter called the "Securities")
evidencing its unsecured and unsubordinated indebtedness, and has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Securities, unlimited as to aggregate
principal amount, to bear interest at the rates or formulas, to mature at such
times and to have such other provisions as shall be fixed therefor as
hereinafter provided.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                  ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 101.      DEFINITIONS.

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

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

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


<PAGE>


         (3)      all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles; 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 principally in Article Three, Article Five,
Article Six and Article Ten, are defined in those Articles. In addition, the
following terms shall have the indicated respective meanings:

         "Act" has the meaning specified in Section 104.

         "Additional Amounts" means any additional amounts which are required
by a Security, under circumstances specified therein, to be paid by the Company
in respect of certain taxes imposed on certain Holders and which are owing to
such Holders in order that they receive the amount they would have received as
if such taxes had not been imposed.

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

         "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

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

         "Bankruptcy Law" has the meaning specified in Section 501.

         "Bearer Security" means a Security issued hereunder which is payable
to bearer.

         "Board of Directors" means the Board of Directors of the Company, the
executive committee or any other committee or director of that board duly
authorized to act for it in respect hereof.


                                      -2-
<PAGE>


         "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 or a committee to which authority to act on behalf of
the Board of Directors has been lawfully delegated, and to be in full force and
effect on the date of such certification, and delivered to the Trustee.

         "Business Day," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive
order to close.

         "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of
or interests in (however designated) the equity of such Person, including any
Preferred Stock, but excluding any debt securities convertible into such
equity.

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

         "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after 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 on such date.

         "Common Depository" has the meaning specified in Section 304(b).

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

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

         "Conversion Event" means the cessation of use of (i) a Foreign
Currency (other than as otherwise provided with respect to a Security pursuant
to Section 301) as provided by the government of the country which issued such
currency and for the settlement of transactions by a central bank or other
public institutions of or within the international banking community or (ii)
any currency unit (or composite currency) for the purposes for which it was
established.


                                      -3-
<PAGE>


         "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 4 Albany Street,
4th Floor, New York, New York 10006, or at any other time at such other address
as the Trustee may designate from time to time by notice to the Holders.

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

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

         "Custodian" has the meaning set forth in Section 501.

         "Debt" means the principal, premium, if any, unpaid interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceeding), fees, charges,
expenses, reimbursement and indemnification obligations, and all other amounts
payable under or in respect of the following indebtedness of the Company,
whether any such indebtedness exists as of the date of the Indenture or is
created, incurred or assumed after such date:

         (i)      any debt (a) for money borrowed, or (b) evidenced by a bond,
                  note, debenture, or similar instrument (including purchase
                  money obligations) whether or not given in connection with
                  the acquisition of any business, property or assets, whether
                  by purchase, merger, consolidation or otherwise, but shall
                  not include any account payable or other obligation created
                  or assumed in the ordinary course of business in connection
                  with the obtaining of materials or services, or (c) which is
                  a direct or indirect obligation which arises as a result of
                  banker's acceptances or bank letters of credit issued to
                  secure obligations of the Company, or to secure the payment
                  of revenue bonds issued for the benefit of the Company,
                  whether contingent or otherwise;

         (ii)     any debt of others described in the preceding clause (i)
                  which the Company has guaranteed or for which it is otherwise
                  liable;

         (iii)    indebtedness secured by any mortgage, pledge, lien, charge,
                  encumbrance or any security interest existing on property
                  owned by the Company;

         (iv)     the obligation of the Company, as lessee under any lease of
                  property that is or is required to be reflected on the
                  Company's balance sheet as a capitalized lease in accordance
                  with GAAP; and

         (v)      any deferral, amendment, renewal, extension, supplement,
                  modification or refunding of any liability of the kind
                  described in any of the preceding clauses (i), (ii), (iii)
                  and (iv);


                                      -4-
<PAGE>


provided, however, that, in computing indebtedness of the Company, there shall
be excluded any particular indebtedness if, (i) upon or prior to the maturity
thereof, there shall have been deposited with an unaffiliated depository in
trust money (or evidence of indebtedness if permitted by the instrument
creating such indebtedness) in the necessary amount to pay, redeem or satisfy
such indebtedness as it becomes due (or, if applicable, as it may be redeemed
prior to its stated maturity in accordance with the terms, if any, regarding
early redemption set forth in the instrument governing such indebtedness), and
the amount so deposited shall not be included in any computation of the assets
of the Company and (ii) prior to such deposit the Company shall deliver an
Officers' Certificate to the Trustee which shall certify that such amount has
been so deposited with such depository.

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

         "Depository" when used with respect to the Securities of or within any
series issuable or issued in whole or in part in global form, means the Person
designated as depository by the Company pursuant to Section 301 until a
successor Depository shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depository hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

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

         "DTC" means The Depository Trust Company.

         "Euroclear" means Euroclear Bank S.A. or its successor as operator of
the Euroclear System.

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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder by the Commission.

         "Exchange Rate Agent" unless otherwise specified with respect to
Securities of or within any series pursuant to Section 301, means a bank
designated as such in accordance with Section 301 (which may include any such
bank acting as Trustee).

         "Exchange Rate Officer's Certificate" means a certificate in the form
attached as Exhibit B setting forth (i) the applicable market exchange rate or
the applicable bid quotation and (ii) the Dollar or Foreign Currency amounts of
principal (and premium, if any) and interest, if any (on an aggregate basis and
on the basis of a Security having the lowest denomination principal amount in
the relevant currency or currency unit), payable with respect to a Security of
any series on the basis of such market exchange rate or the


                                      -5-
<PAGE>


applicable bid quotation, signed by the Chief Financial Officer, Treasurer, or
any Vice President of the Company.

         "Expiration Date" means any date designated as such pursuant to
Section 104(h) hereof.

         "Foreign Currency" means any currency, currency unit or composite
currency issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of
such governments.

         "GAAP" means generally accepted accounting principles as used in the
United States applied on a consistent basis as in effect from time to time;
provided that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.

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

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

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to


                                      -6-
<PAGE>


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 the or those particular series of Securities for which such Person is
Trustee established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person
had become such Trustee but to which such Person, as such Trustee, was not a
party.

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

         "Interest" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 1011,
includes such Additional Amounts.

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

         "Make-Whole Amount" means the amount, if any, in addition to principal
which is required by a Security, under the terms and conditions specified
therein or as otherwise specified as contemplated by Section 301, to be paid by
the Company to the Holder thereof in connection with any optional redemption or
accelerated payment of such Security.

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

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

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

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


                                      -7-
<PAGE>


         "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;

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

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

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

         (v)      Securities converted or exchanged into other securities or
                  property of the Company pursuant to or in accordance with
                  this Indenture if the terms of such Securities provide for
                  convertibility or exchange pursuant to Section 301; provided,
                  however, that in determining whether the Holders of the
                  requisite principal amount of the Outstanding Securities have
                  given any request, demand, authorization, direction, notice,
                  consent or waiver hereunder or are present at a meeting of
                  Holders for quorum purposes, and for the purpose of making
                  the calculations required by Trust Indenture Act Section 313,
                  (i) the principal amount of an Original Issue Discount
                  Security that may be counted in making such determination or
                  calculation and that shall be deemed to be Outstanding for
                  such purpose shall be equal to the amount of principal
                  thereof that would be (or shall have been declared to be) due
                  and payable, at the time of such determination, upon a
                  declaration of acceleration of the maturity thereof pursuant
                  to Section 502, (ii) the principal amount of any Security
                  denominated in a Foreign Currency that may be counted in
                  making such determination or calculation and that shall be
                  deemed Outstanding for such purpose shall be equal to the
                  Dollar equivalent, determined pursuant to Section 301 as of
                  the date such Security is originally


                                      -8-
<PAGE>


                  issued by the Company as set forth in an Exchange Rate
                  Officer's Certificate delivered to the Trustee, of the
                  principal amount (or, in the case of an Original Issue
                  Discount Security, the Dollar equivalent as of such date of
                  original issuance of the amount determined as provided in
                  clause (i) above) of such Security, (iii) the principal
                  amount of any Indexed Security that may be counted in making
                  such determination or calculation and that shall be deemed
                  outstanding for such purpose shall be equal to the principal
                  face amount of such Indexed Security at original issuance,
                  unless otherwise provided with respect to such Indexed
                  Security pursuant to Section 301, and (iv) Securities owned
                  by the Company or any other obligor upon the Securities or
                  any Affiliate of the Company or of such other obligor shall
                  be disregarded and deemed not to be Outstanding, except that,
                  in determining whether the Trustee shall be protected in
                  making such calculation or in relying upon any such request,
                  demand, authorization, direction, notice, consent or waiver,
                  only Securities which a Responsible Officer of the Trustee
                  actually knows to be so owned shall be so disregarded.
                  Securities so owned which have been pledged in good faith may
                  be regarded as Outstanding if the pledgee establishes to the
                  satisfaction of the Trustee the pledgee's right so to act
                  with respect to such Securities and that the pledgee is not
                  the Company or any other obligor upon the Securities or any
                  Affiliate of the Company or of such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium or Make-Whole Amount, if any), interest or any other
payments on any Securities, or coupons on behalf of the Company, or if no such
Person is authorized, the Company.

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

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

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

         "Preferred Stock" means, as applied to the Capital Stock of any
corporation, Capital Stock of any class or classes (however designated) which
is preferred as to the


                                      -9-
<PAGE>


payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
Capital Stock of any other class of such corporation.

         "Principal Subsidiary Bank" means any Subsidiary Bank, the
consolidated assets of which constitute 50% or more of the consolidated assets
of the Company.

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

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

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

         "Regions Trust" means one or more business trusts, partnerships or
limited liability companies created by the Company for the purpose of issuing
undivided beneficial interests therein in connection with the purchase of
subordinated debt securities issued by the Company under any indenture.

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

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

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

         "Responsible Officer" means, with respect to the Trustee, any officer
within the Corporate Trust Office including any vice president, assistant vice
president, managing director, assistant treasurer, secretary, assistant
secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and having
direct responsibility for the administration of this Indenture, and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.


                                     -10-
<PAGE>


         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder by the Commission.

         "Security" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; provided, however, that if at
any time there is more than one Person acting as Trustee under this Indenture,
"Securities" with respect to the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this Indenture and shall
more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of or within any series as to
which such Person is not Trustee.

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

         "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (within the meaning of Regulation S-X, promulgated under the
Securities Act) of the Company. The term Significant Subsidiary shall not
include any Regions Trust, but shall in any event include any Principal
Subsidiary Bank.

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

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

         "Subsidiary" means, with respect to any Person, (a) any corporation or
other entity of which a majority of (i) the voting power of the voting equity
securities or (ii) the outstanding equity interests of which are owned,
directly or indirectly, by such Person or (b) any other Person which is
otherwise controlled by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more other Subsidiaries of such
Person. For the purposes of this definition, "voting equity securities" means
equity securities having voting power for the election of directors or other
similar entity, whether at all times or only so long as no senior class of
security has such voting power by reason of any contingency.

         "Subsidiary Bank" means any Subsidiary of the Company which is a bank
or trust company organized and doing business under any state or federal law.

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


                                     -11-
<PAGE>


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

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

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

         "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

         "Wholly-owned Subsidiary" means a Subsidiary all the Capital Stock of
which (other than directors' qualifying shares and shares held by other Persons
to the extent such shares are required by applicable law to be held by a Person
other than the Company or a Subsidiary) is owned by the Company or one or more
Wholly-owned Subsidiaries.

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

         SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including covenants, compliance with which
constitute conditions precedent) 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 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.


                                     -12-
<PAGE>


         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (excluding certificates
delivered pursuant to Section 1010) shall include:

         (1)      a statement that each individual signing such certificate or
                  opinion has read such condition or covenant 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 condition or covenant 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 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion as 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 an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations 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 as to such factual matters is in the
possession of the Company, unless such counsel knows that the certificate or
opinion or representations as 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.


                                     -13-
<PAGE>


         SECTION 104.      ACTS OF HOLDERS.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series,
as the case may be, may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agents
duly appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, whether in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 612) conclusive in favor of the Trustee and the Company and any agent
of the Trustee or the Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be proved in the
manner provided in Section 1506.

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

         (c)      The ownership of Registered Securities shall be proved by the
Security Register or by a certificate of the Security Registrar.

         (d)      The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depository, by any trust company, bank, banker or other depository, wherever
situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such person had on
deposit with such depository, 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


                                     -14-
<PAGE>


Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

         (e)      If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do
so. Notwithstanding TIA Section 316(c), such record date shall be the record
date specified in or pursuant to such Board Resolution, which shall be a date
not earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close
of business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.

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

         (g)      The Trustee, in its sole discretion, may set any day as a
record date for the purpose of determining the Holders of Outstanding
Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
502, (iii) any request to institute proceedings referred to in Section 507(2)
or (iv) any direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such


                                     -15-
<PAGE>


record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company's expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Company in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106.

         (h)      With respect to any record date set pursuant to this Section,
the party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto
in writing, and to each Holder of Securities of the relevant series in the
manner set forth in Section 106, on or prior to the existing Expiration Date.
If an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the party hereto which set such record date shall be
deemed to have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable
record date. Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

         SECTION 105.      NOTICES, ETC., THE 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
                  sufficient for every purpose hereunder if made, given,
                  furnished or filed in writing to or with the Trustee at its
                  Corporate Trust Office, Attention: Corporate Trust and Agency
                  Services, 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 Indenture or at any other address previously
                  furnished in writing to the Trustee by the Company.


                                     -16-
<PAGE>


         SECTION 106.      NOTICE TO HOLDERS; WAIVER.

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

         If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable or unreliable
to give such notice by mail, then such notification to Holders of Registered
Securities as shall be made with the approval of the Trustee shall constitute a
sufficient notification to such Holders for every purpose hereunder.

         Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in The City
of New York and in such other city or cities as may be specified in such
Securities, and if the Securities of such series are listed on any stock
exchange outside the United States, in any place at which such Securities are
listed on a securities exchange to the extent that such securities exchange so
requires, on a Business Day, such publication to be not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.

         If 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 any particular Holder of Bearer Securities as provided above,
nor any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

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


                                     -17-
<PAGE>


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

         All notices, requests and other communications to the Trustee shall be
in writing (including telecopy or similar writing or other electronic
communication acceptable to the Trustee) and shall be given to the Trustee,
addressed to it at the Corporate Trust Office of the Trustee.

         SECTION 107.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

         SECTION 108.      SUCCESSORS AND ASSIGNS.

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

         SECTION 109.      SEPARABILITY CLAUSE.

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

         SECTION 110.      BENEFITS OF INDENTURE.

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

         SECTION 111.      NO PERSONAL LIABILITY.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, in any Security or coupon appertaining thereto, or
because of any indebtedness evidenced thereby, shall be had against any
promoter, as such, or against any past, present or future shareholder, officer
or director, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities.


                                     -18-
<PAGE>


         SECTION 112.      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. This Indenture
is subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions
and any provisions of this Indenture that are not permitted by the provisions
of the TIA shall be deemed to be deleted or modified to the extent such
provisions are required to be deleted or modified for the Indenture to be
qualified under the TIA.

         SECTION 113.      LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date, Repayment Date,
sinking fund payment date, Stated Maturity or Maturity of any Security or the
last date on which a Holder has the right to convert or exchange a Security at
a particular conversion or exchange price shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture
or any Security or coupon other than a provision in the Securities of any
series which specifically states that such provision shall apply in lieu
hereof), payment of interest or any Additional Amounts or principal (and
premium or Make- Whole Amount, if any) need not be made at such Place of
Payment on such date and conversion or exchange 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, Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity or on such last day for conversion or
exchange, provided that so long as such payment is made on the next succeeding
Business Day, no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date, Repayment Date,
sinking fund payment date, Stated Maturity or Maturity or on such last day for
conversion or exchange, as the case may be, to such next succeeding Business
Day, notwithstanding the foregoing, if such succeeding Business Day is in the
next succeeding calendar year, 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 Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity or on such last day for conversion or
exchange, as the case may be).


                                  ARTICLE TWO
                                SECURITIES FORMS

         SECTION 201.         FORMS OF SECURITIES.

         The Registered Securities, if any, of each series and the Bearer
Securities, if any, and related coupons of each series, shall be in
substantially the forms as shall be established in or pursuant to one or more
indentures supplemental hereto or Board Resolutions, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental


                                     -19-
<PAGE>


hereto, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed or any Depository therefor, or
to conform to usage. If temporary Securities of any series are issued as
permitted by Section 304, the form thereof also shall be established as
provided in the preceding sentence. If the forms of Securities and coupons, if
any, of any series 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 such action taken pursuant thereto, including a copy of the approved
form of Securities or coupons, if any, shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

         Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

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

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

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

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

BANKERS TRUST COMPANY, AS TRUSTEE

By: _______________________  Authorized Officer

         SECTION 203.      SECURITIES ISSUABLE IN GLOBAL FORM.

         If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be


                                     -20-
<PAGE>


made by the Trustee in such manner and upon written instruction given by such
Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon written instructions given by the Person or Persons specified therein or
in the applicable Company Order. If a Company Order pursuant to Section 303 or
304 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

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

         Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium or Make-Whole Amount and interest on any Security in permanent global
form shall be made to the Person or Persons specified therein.

         Notwithstanding the provisions of Section 308 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a
permanent global Security in bearer form, Euroclear or Clearstream.


                                 ARTICLE THREE
                                 THE SECURITIES

         SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions, or indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (15) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of or
within the series when issued from time to time):


                                     -21-
<PAGE>


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

         (2)      any limit upon the aggregate principal amount of the
                  Securities of or within the series that may be authenticated
                  and delivered under this Indenture (except for Securities
                  authenticated and delivered upon registration of transfer of,
                  or in exchange for, or in lieu of, other Securities of or
                  within the series pursuant to Section 304, 305, 306, 906,
                  1107, or 1305);

         (3)      the date or dates, or the method by which such date or dates
                  will be determined, on which the principal of the Securities
                  of or within the series shall be payable and the amount of
                  principal payable thereon;

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

         (5)      the place or places, if any, other than or in addition to the
                  City of Birmingham, Alabama or the Borough of Manhattan, The
                  City of New York, where the principal of (and premium or
                  Make-Whole Amount, if any), interest, if any, on, and
                  Additional Amounts, if any, payable in respect of, Securities
                  of or within the series shall be payable, any Registered
                  Securities of or within the series may be surrendered for
                  registration of transfer, exchange or conversion and notices
                  or demands to or upon the Company in respect of the
                  Securities of or within the series and this Indenture may be
                  served;

         (6)      the period or periods within which, the price or prices
                  (including the premium or Make-Whole Amount, if any) at
                  which, the currency or currencies, currency unit or units or
                  composite currency or currencies in which and other terms and
                  conditions upon which Securities of or within the series may
                  be redeemed in whole or in part, at the option of the
                  Company, if the Company is to have the option;

         (7)      the obligation, if any, of the Company to redeem, repay or
                  purchase Securities of or within the series pursuant to any
                  sinking fund or analogous provision or at the option of a
                  Holder thereof, and the period or periods within which or the
                  date or dates on which, the price or prices at


                                     -22-
<PAGE>


                  which, the currency or currencies, currency unit or units or
                  composite currency or currencies in which, and other terms
                  and conditions upon which Securities of or within the series
                  shall be redeemed, repaid or purchased, in whole or in part,
                  pursuant to such obligation;

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

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

         (10)     if other than the principal amount thereof, the portion of
                  the principal amount of Securities of or within the series
                  that shall be payable upon declaration of acceleration of the
                  maturity thereof pursuant to Section 502 or, if applicable,
                  the portion of the principal amount of Securities of or
                  within the series that is convertible in accordance with the
                  provisions of this Indenture, or the method by which such
                  portion shall be determined;

         (11)     if other than Dollars, the Foreign Currency or Currencies in
                  which payment of the principal of (and premium or Make-Whole
                  Amount, if any) or interest or Additional Amounts, if any, on
                  the Securities of or within the series shall be payable or in
                  which the Securities of or within the series shall be
                  denominated;

         (12)     whether the amount of payments of principal of (and premium
                  or Make- Whole Amount, if any) or interest, if any, on the
                  Securities of or within the series may be determined with
                  reference to an index, formula or other method (which index,
                  formula or method may be based, without limitation, on one or
                  more currencies, currency units, composite currencies,
                  commodities, equity indices or other indices), and the manner
                  in which such amounts shall be determined;

         (13)     whether the principal of (and premium or Make Whole Amount,
                  if any) or interest or Additional Amounts, if any, on the
                  Securities of or within the series are to be payable, at the
                  election of the Company or a Holder thereof, in a currency or
                  currencies, currency unit or units or composite currency or
                  currencies other than that in which such Securities are
                  denominated or stated to be payable, the period or periods
                  within which, and the terms and conditions upon which, such
                  election may be made, and the time and manner of, and
                  identity of the Exchange Rate Agent with responsibility for,
                  determining the exchange rate between the currency or
                  currencies, currency unit or units or composite currency or
                  currencies in which such Securities are denominated or stated
                  to be payable and the


                                     -23-
<PAGE>


                  currency or currencies, currency unit or units or composite
                  currency or currencies in which such Securities are to be so
                  payable;

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

         (15)     (a) any deletions from, modifications of or additions to the
                  Events of Default with respect to Securities of or within the
                  series, whether or not such Events of Default are consistent
                  with the Events of Default set forth herein and (b) any
                  deletions from, modifications of or additions to the
                  covenants of the Company set forth herein with respect to the
                  Securities of or within the series, whether or not such
                  covenants are consistent with the covenants set forth herein;

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

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

         (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 the extent to which, or
                  the manner in which, any interest payable on a temporary
                  global Security on an Interest Payment Date will be paid if
                  other than in the manner provided in Section 304;


                                     -24-
<PAGE>


         (19)     the applicability, if any, of Sections 1402 and/or 1403 to
                  the Securities of or within the series and any provisions in
                  modification of, in addition to or in lieu of any of the
                  provisions of Article Fourteen and, if the Securities of the
                  series are payable in a currency other than Dollars, whether,
                  for purposes of such defeasance or covenant defeasance the
                  term "Government Obligations" shall include obligations
                  referred to in the definition of such term which are not
                  obligations of the United States or an agency or an
                  instrumentality thereof;

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

         (21)     if the Securities of or within the series are to be issued
                  upon the exercise of debt warrants, the time, manner and
                  place for such Securities to be authenticated and delivered;

         (22)     whether and under what circumstances the Company will pay
                  Additional Amounts as contemplated by Section 1011 on the
                  Securities of or within the series to any Holder who is not a
                  United States person (including any modification to the
                  definition of such term) in respect of any tax, assessment or
                  governmental charge and, if so, whether the Company will have
                  the option to redeem such Securities rather than pay such
                  Additional Amounts (and the terms of any such option);

         (23)     the obligation, if any, of the Company to permit the
                  Securities of such series to be converted into or exchanged
                  for common stock of the Company or other securities or
                  property of the Company and the terms and conditions upon
                  which such conversion or exchange shall be effected
                  (including, without limitation, the initial conversion price
                  or rate, the conversion or exchange period, any adjustment of
                  the applicable conversion or exchange price or rate and any
                  requirements relative to the reservation of such shares for
                  purposes of conversion or exchange);

         (24)     if convertible or exchangeable, any applicable limitations on
                  the ownership or transferability of the securities or
                  property into which such Securities are convertible or
                  exchangeable; and

         (25)     if the principal amount payable at the Stated Maturity of any
                  Securities of the series will not be determinable as of any
                  one or more dates prior to the Stated Maturity, the amount
                  which shall be deemed to be the principal amount of such
                  Securities as of any such date for any purpose thereunder or
                  hereunder, including the principal amount thereof which shall
                  be due and payable upon any Maturity other than the Stated
                  Maturity or which


                                     -25-
<PAGE>


                  shall be deemed to be Outstanding as of any date prior to the
                  Stated Maturity (or, in any such case, the manner in which
                  such amount deemed to be the principal amount shall be
                  determined);

         (26)     any other terms of the series (which terms shall not be
                  inconsistent with the provisions of this Indenture except as
                  permitted by Section 901(5)).

         All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered or Bearer Securities issued in global form,
as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolution or in any indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

         If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) 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 for authentication and delivery of such
Securities.

         SECTION 302.      DENOMINATIONS.

         The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 301. With respect to
Securities of any series denominated in Dollars, in the absence of any such
provisions with respect to the Securities of any series, the Registered
Securities of such series, other than Registered Securities issued in global
form (which may be of any denomination), shall be issuable in denominations of
$1,000 and any integral multiple thereof and the Bearer Securities of such
series other than Bearer Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $5,000.

         SECTION 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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


                                     -26-
<PAGE>


         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301 a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or Clearstream, as the
case may be, in the form set forth in Exhibit A-1 to this Indenture or such
other certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. Except
as permitted by Section 306, the Trustee shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and canceled.

         If all of the Securities are not to be issued at one time and if the
Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate or formula, maturity date,
date of issuance and date from which interest shall accrue. In authenticating
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 612 and TIA Section 315(a) through 315(d)) shall be fully
protected in conclusively relying upon:

         (i)      an Opinion of Counsel complying with Section 102 and stating
                  that:

                  (a)      the form or forms of such Securities and any coupons
                           have been, or will have been upon compliance with
                           such procedures as may be specified therein,
                           established in conformity with the provisions of
                           this Indenture;

                  (b)      the terms of such Securities and any coupons have
                           been, or will have been upon compliance with such
                           procedures as may be specified therein, established
                           in conformity with the provisions of this Indenture;
                           and

                  (c)      such Securities, together with any coupons
                           appertaining thereto, when completed pursuant to
                           such procedures as may be specified therein, and
                           executed and delivered by the Company to the Trustee
                           for authentication in accordance with this
                           Indenture, authenticated


                                     -27-
<PAGE>


                           and delivered by the Trustee in accordance with this
                           Indenture and issued by the Company in the manner
                           and subject to any conditions specified in such
                           Opinion of Counsel, will constitute legal, valid and
                           binding obligations of the Company, enforceable in
                           accordance with their terms, subject to applicable
                           bankruptcy, insolvency, reorganization and other
                           similar laws of general applicability relating to or
                           affecting the enforcement of creditors' rights
                           generally and to general equitable principles and to
                           such other matters as may be specified therein; and

         (ii)     an Officers' Certificate complying with Section 102 and
                  stating that all conditions precedent provided for in this
                  Indenture relating to the issuance of such Securities have
                  been, or will have been upon compliance with such procedures
                  as may be specified therein, complied with and that, to the
                  best of the knowledge of the signers of such certificate, no
                  Event of Default with respect to such Securities shall have
                  occurred and be continuing.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver a Company Order, an Opinion of
Counsel or an Officers' Certificate otherwise required pursuant to the
preceding paragraph at the time of issuance of each Security of such series,
but such order, opinion and certificate, with appropriate modifications to
cover such future issuances, shall be delivered at or before the time of
issuance of the first Security of such series.

         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, obligations or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.

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

         No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security or the Security to which such coupon appertains
a certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
309 together with a written statement (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued


                                     -28-
<PAGE>


or sold by the Company, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

         SECTION 304.      TEMPORARY SECURITIES.

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

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with Section 304(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and
provided further that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 303. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

         (b)      Unless otherwise provided as contemplated in Section 301,
this Section 304(b) shall govern the exchange of temporary Securities issued in
global form other than through the facilities of DTC. If any such temporary
Security is issued in global form, then such temporary global Security shall,
unless otherwise provided therein, be delivered to the London office of a
depository or common depository (the "Common Depository"), for the benefit of
Euroclear and Clearstream.

                  Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in an aggregate principal amount equal to the principal
amount of such temporary global


                                     -29-
<PAGE>


Security, executed by the Company. On or after the Exchange Date, such
temporary global Security shall be surrendered by the Common Depository 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 or within the same series of authorized denominations and of like
tenor as the portion of such temporary global Security to be exchanged. The
definitive Securities to be delivered in exchange for any such temporary global
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified
as contemplated by Section 301, and, if any combination thereof is so
specified, as requested by the beneficial owner thereof; provided, however,
that, unless otherwise specified in such temporary global Security, upon such
presentation by the Common Depository, such temporary global Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security, if
any, held for its account then to be exchanged and a certificate dated the
Exchange Date or a subsequent date and signed by Clearstream as to the portion
of such temporary global Security, if any, held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in
such other form as may be established pursuant to Section 301; and provided
further that definitive Bearer Securities shall be delivered in exchange for a
portion of a temporary global Security only in compliance with the requirements
of Section 303.

                  Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series
and of like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier
than 15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear or Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such
temporary global Security, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the like unless
such Person takes delivery of such definitive Securities in person at the
offices of Euroclear or Clearstream. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

                  Until exchanged in full as hereinabove provided, the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of the same series
and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a
temporary global Security on an Interest Payment Date for


                                     -30-
<PAGE>


Securities of such series occurring prior to the applicable Exchange Date shall
be payable to Euroclear or Clearstream on such Interest Payment Date upon
delivery by Euroclear or Clearstream to the Trustee of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture (or in such
other forms as may be established pursuant to Section 301), for credit without
further interest on or after such Interest Payment Date to the respective
accounts of Persons who are the beneficial owners of such temporary global
Security on such Interest Payment Date and who have each delivered to Euroclear
or Clearstream, as the case may be, a certificate dated no earlier than 15 days
prior to the Interest Payment Date occurring prior to such Exchange Date in the
form set forth as Exhibit A-1 to this Indenture (or in such other forms as may
be established pursuant to Section 301). Notwithstanding anything to the
contrary herein contained, the certifications made pursuant to this paragraph
shall satisfy the certification requirements of the preceding two paragraphs of
this Section 304(b) and of the third paragraph of Section 303 of this Indenture
and the interests of the Persons who are the beneficial owners of the temporary
global Security with respect to which such certification was made will be
exchanged for definitive Securities of the same series and of like tenor on the
Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest
owing with respect to a beneficial interest in a temporary global Security will
be made unless and until such interest in such temporary global Security shall
have been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear or Clearstream and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company.

         SECTION 305.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it or the Security Registrar may
prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The Security Register
shall be in written form or any other form capable of being converted into
written form within a reasonable time. The Trustee, at its Corporate Trust
Office, is hereby initially appointed "Security Registrar" for the purpose of
registering Registered Securities and transfers of Registered Securities on
such Security Register as herein provided. In the event that the Trustee shall
cease to be Security Registrar, it shall have the right to examine the Security
Register at all reasonable times and to require that a copy of the Security
Register in written form be delivered to it from time to time as reasonably
requested. Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of a like


                                     -31-
<PAGE>


aggregate principal amount, bearing a number not contemporaneously outstanding,
and containing identical terms and provisions.

         Subject to the provisions of this Section 305, at the option of the
Holder, Registered Securities of any series (not in global form) may be
exchanged for other Registered Securities of the same series, of any authorized
denomination or denominations and of a like aggregate principal amount,
containing identical terms and provisions, upon surrender of the Registered
Securities to be exchanged at any such office or agency. Whenever any such
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.

         If (but only if) permitted as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
1002, interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office or agency in a permitted exchange for
a Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at
such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be,
and interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the holder making the exchange
is entitled to receive.


                                     -32-
<PAGE>


         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the depository for any
permanent global Security is DTC, then, unless the terms of such global
Security expressly permit such global Security to be exchanged in whole or in
part for definitive Securities, a global Security may be transferred, in whole
but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to
a successor to DTC for such global Security selected or approved by the Company
or to a nominee of such successor to DTC. If at any time DTC notifies the
Company that it is unwilling or unable to continue as depository for the
applicable global Security or Securities or if at any time DTC ceases to be a
clearing agency registered under the Exchange Act if so required by applicable
law or regulation, the Company shall appoint a successor depository with
respect to such global Security or Securities. If (x) a successor depository
for such global Security or Securities is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such
unwillingness, inability or ineligibility, (y) an Event of Default has occurred
and is continuing and the beneficial owners representing a majority in
principal amount of the applicable series of Securities represented by such
global Security or Securities advise DTC to cease acting as depository for such
global Security or Securities or (z) the Company, in its sole discretion,
determines at any time that all Outstanding Securities (but not less than all)
of any series issued or issuable in the form of one or more global Securities
shall no longer be represented by such global Security or Securities (provided,
however, the Company may not make such determination during the 40-day
restricted period provided by Regulation S under the Securities Act or during
any other similar period during which the Securities must be held in global
form as may be required by the Securities Act), then the Company shall execute,
and the Trustee shall authenticate and deliver definitive Securities of like
series, rank, tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such global Security or Securities. If
any beneficial owner of an interest in a permanent global Security is otherwise
entitled to exchange such an interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any applicable
notice provided in the permanent global Security shall have been given, then
without unnecessary delay but in any event not later than the earliest date on
which such interest may be so exchanged, the Company shall execute, and the
Trustee shall authenticate and deliver definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in such permanent global Security. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall
be surrendered for exchange by DTC or such other depository as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those
selected for redemption; and provided further that no Bearer Security delivered
in exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any


                                     -33-
<PAGE>


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

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 306, 1107 or 1305 not involving any
transfer.

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


                                     -34-
<PAGE>


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

         If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and principal amount, containing identical
terms and provisions and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to the
surrendered Security.

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

         Notwithstanding the provisions of the previous two paragraphs, in case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, with coupons corresponding to coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, however, that payment of principal of (and premium or
Make-Whole Amount, if any), any interest on and any Additional Amounts with
respect to Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

         Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen


                                     -35-
<PAGE>


Security and its coupons, if any, or the destroyed, lost or stolen coupon shall
be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities
of that series and their coupons, if any, duly issued hereunder.

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

         SECTION 307.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

         Unless otherwise provided as contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to DTC, Euroclear and/or Clearstream, as the
case may be, with respect to that portion of such permanent global Security
held for its account by DTC, Euroclear or Clearstream, as the case may be, for
the purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

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


                                     -36-
<PAGE>


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

         (1)      The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the proposed payment
(which shall not be less than 20 days after such notice is received by the
Trustee), and at the same time the Company shall deposit with the Trustee an
amount of money in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered 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 mailed as
aforesaid, such Defaulted Interest shall be paid 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 such Special Record Date
and shall no longer be payable pursuant to the following clause (2). In case a
Bearer Security of any series is surrendered at the office or agency in a Place
of Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such proposed date of payment and
Defaulted Interest will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.


                                     -37-
<PAGE>


         (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
written notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by
the Trustee.

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

         Subject to the provisions of Section 1402 and except as otherwise
specified with respect to a series of Securities in accordance with the
provisions of section 301, in the case of any Security which is converted or
exchanged after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Security, the principal of (or premium,
if any, on) which shall become due and payable, whether at a Stated Maturity or
by declaration of acceleration, call for redemption, or otherwise, prior to
such Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding
such conversion or exchange, and such interest (whether or not punctually paid
or duly provided for) 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 such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted
or exchanged, interest whose Stated Maturity is after the date of conversion or
exchange of such Security shall not be payable.

         SECTION 308.      PERSONS DEEMED OWNERS.

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


                                     -38-
<PAGE>


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

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

         SECTION 309.      CANCELLATION.

         All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities
and coupons and Securities and coupons surrendered directly to the Trustee for
any such purpose shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. Canceled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and, if required in writing by the Company, the
Trustee shall deliver a certificate of such destruction to the Company, unless
by a Company Order the Company directs their return to it.

         SECTION 310.      COMPUTATION OF INTEREST.

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

         SECTION 311.      CUSIP NUMBERS.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption or other related material as a convenience to Holders; provided
that any such


                                     -39-
<PAGE>


notice or other related material may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption or other related material and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.


                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

         SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or
exchange of Securities of such series herein expressly provided for and any
right to receive Additional Amounts, as provided in Section 1011), and the
Trustee, upon receipt of a Company Order, and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series, and any coupons appertaining thereto, when

         (1)      either

                  (A)      all Securities of such series theretofore
                           authenticated and delivered and all coupons, if any,
                           appertaining thereto (other than (i) coupons
                           appertaining to Bearer Securities surrendered for
                           exchange for Registered Securities and maturing
                           after such exchange, whose surrender is not required
                           or has been waived as provided in Section 305, (ii)
                           Securities and coupons of such series which have
                           been destroyed, lost or stolen and which have been
                           replaced or paid as provided in Section 306, (iii)
                           coupons appertaining to Securities called for
                           redemption and maturing after the relevant
                           Redemption Date, whose surrender has been waived as
                           provided in Section 1106, and (iv) Securities and
                           coupons of such series for whose payment money has
                           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 1003) have been delivered to
                           the Trustee for cancellation; or

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

                           (i)      have become due and payable, or

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

                                     -40-


<PAGE>


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

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

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the
Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003, shall survive.

         In the event that there are Securities of two or more series
outstanding hereunder, the Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture only if requested in
writing to do so with respect to Securities of a particular series as to which
it is Trustee and if the other conditions thereto are met.

         SECTION 402.      APPLICATION OF TRUST FUNDS.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as


                                     -41-
<PAGE>


its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium or Make-Whole Amount, if any), and any
interest and Additional Amounts for whose payment such money has been deposited
with or received by the Trustee, but such money need not be segregated from
other funds except to the extent required by law.


                                  ARTICLE FIVE
                                    REMEDIES

         SECTION 501.      EVENTS OF DEFAULT.

         Subject to any modifications, additions or deletions relating to any
series of Securities as contemplated pursuant to Section 301, "Event of
Default," wherever used herein with respect to any particular series of
Securities, means any one of the following events (whatever the reason for such
Event of Default and whether or not 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):

         (1)      default in the payment of any interest upon or any Additional
                  Amounts payable in respect of any Security of or within that
                  series or of any coupon appertaining thereto, when such
                  interest, Additional Amounts or coupon becomes due and
                  payable, and continuance of such default for a period of 30
                  days; or

         (2)      default in the payment of the principal of (or premium or
                  Make- Whole Amount, if any, on) any Security of that series
                  when it becomes due and payable at its Maturity; or

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

         (4)      default in the performance, or breach, of any covenant,
                  agreement or warranty of the Company in this Indenture with
                  respect to any Security of that series (other than (i) a
                  covenant, agreement or warranty included in this Indenture
                  solely for the benefit of a series of Securities other than
                  such series or (ii) a covenant, agreement or warranty a
                  default in whose performance or whose breach is elsewhere in
                  this Section specifically dealt with), 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


                                     -42-
<PAGE>


         (5)      default under a bond, debenture, note, mortgage, indenture or
                  instrument under which there may be issued or by which there
                  may be secured or evidenced any indebtedness for money
                  borrowed by the Company, having a principal amount
                  outstanding in excess of $50,000,000 (other than indebtedness
                  which is non-recourse to the Company) under the terms of the
                  instrument under which the indebtedness is issued or secured,
                  whether such indebtedness now exists or shall hereafter be
                  created, which default shall have resulted in such
                  indebtedness being declared due and payable prior to the date
                  on which it would otherwise have become due and payable,
                  without such indebtedness having been discharged, or such
                  acceleration having been rescinded or annulled, or there
                  being deposited with an unaffiliated depository, in trust,
                  money in the necessary amount to discharge such indebtedness,
                  within a period of 30 days after there shall have 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 and requiring the Company to cause such indebtedness
                  to be discharged or cause such acceleration to be rescinded
                  or annulled and stating that such notice is a "Notice of
                  Default" hereunder; or

         (6)      the Company pursuant to or within the meaning of any
                  Bankruptcy Law:

                  (A)      commences a voluntary case; or

                  (B)      consents to the entry of an order for relief against
                           it in an involuntary case; or

                  (C)      consents to the appointment of a Custodian of it or
                           for all or substantially all of its property; or

                  (D)      makes a general assignment for the benefit of its
                           creditors; or

                  (E)      makes an admission in writing of its inability to
                           pay its debts generally as they become due; or

                  (F)      takes corporate action in furtherance of any such
                           action; or

         (7)      a court of competent jurisdiction enters an order or decree
                  under any Bankruptcy Law that:

                  (A)      is for relief against the Company in an involuntary
                           case; or

                  (B)      appoints a Custodian of the Company or for all or
                           substantially all of either of its property, or


                                     -43-
<PAGE>


                  (C)      orders the liquidation of the Company, and the order
                           or decree remains unstayed and in effect for 90
                           days; or

                  (D)      adjudges the Company bankrupt or insolvent, or
                           approves as properly filed a petition seeking
                           reorganization, arrangement, and adjustment or
                           composition of or in respect of the Company or any
                           Significant Subsidiary; or

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

         As used in this Section 501, the term "Bankruptcy Law" means Title 11,
U.S. Code or any similar Federal or state bankruptcy, insolvency,
reorganization or other law for the relief of debtors and the term "Custodian"
means any receiver, trustee, assignee, liquidator or other similar official
under any Bankruptcy Law.

         SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         Unless otherwise specified in the Board Resolution or supplemental
indenture relating to any series of Securities, if an Event of Default with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of each such affected series
(voting as a single class) may declare the principal and premium, if any, (or,
if any Securities are Original Issue Discount Securities or Indexed Securities,
such portion of the principal as may be specified in the terms thereof) of, and
the Make-Whole Amount, if any, on, all 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 the Holders), and upon any such declaration such principal
(and premium, if any,) or specified portion thereof 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 in the currency, currency unit or composite
                  currency in which the Securities of such series are payable
                  (except as otherwise specified pursuant to Section 301 for
                  the Securities of such series):

                  (A)      all overdue installments of interest on and any
                           Additional Amounts payable in respect of all
                           Outstanding Securities of that series and any
                           related coupons;


                                     -44-
<PAGE>


                  (B)      the principal of (and premium or Make-Whole Amount,
                           if any, on) any Outstanding Securities of that
                           series which have become due otherwise than by such
                           declaration of acceleration and interest thereon at
                           the rate or rates borne by or provided for in such
                           Securities;

                  (C)      to the extent that payment of such interest is
                           lawful, interest upon overdue installments of
                           interest and any Additional Amounts at the rate or
                           rates borne by or provided for in such Securities;
                           and

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

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

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

         SECTION 503.      COLLECTION OF INDEBTEDNESS AND SUITS FOR
                           ENFORCEMENT BY TRUSTEE.

         The Company covenants that if:

         (1)      default is made in the payment of any installment of interest
                  or Additional Amounts, if any, on any Security of any series
                  and any related coupon when such interest or Additional
                  Amount becomes due and payable and such default continues for
                  a period of 30 days, or

         (2)      default is made in the payment of the principal of (or
                  premium or Make-Whole Amount, if any, on) any Security of any
                  series at its Maturity, then the Company will, upon demand of
                  the Trustee, pay to the Trustee, for the benefit of the
                  Holders of such Securities of such series and coupons, the
                  whole amount then due and payable on such Securities and
                  coupons for principal (and premium or Make-Whole Amount, if
                  any) and interest and Additional Amounts, with interest upon
                  any overdue principal (and premium or Make-Whole Amount, if
                  any) and, to the extent that payment of such interest shall
                  be legally enforceable, upon any overdue installments of
                  interest or Additional Amounts, if any, at the rate or rates
                  borne by or provided for in such Securities, and, in addition
                  thereto, such further amount as shall be sufficient to cover
                  the costs and expenses of collection, including the
                  reasonable compensation, expenses, disbursements and advances
                  of the Trustee, its agents and counsel.


                                     -45-
<PAGE>


         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, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of such series
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 of such series, wherever situated.

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

         SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal, premium or
Make- Whole Amount, if any, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise to take any and all actions
authorized under the TIA in order to have any claims of the Holders and the
Trustee allowed in any such proceeding and:

         (i)      to file and prove a claim for the whole amount, or such
                  lesser amount as may be provided for in the Securities of
                  such series, of principal (and premium or Make-Whole Amount,
                  if any) and interest and Additional Amounts, if any, owing
                  and unpaid in respect of the Securities and to file such
                  other papers or documents as may be necessary or advisable in
                  order to have the claims of the Trustee (including any claim
                  for the reasonable compensation, expenses, disbursements and
                  advances of the Trustee, its agents and counsel) and of the
                  Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that


                                     -46-
<PAGE>


the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any
predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or coupon in any such proceeding; provided, however, that
the Trustee may, only on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors'
committee or other similar committee.

         SECTION 505.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                           SECURITIES OR COUPONS.

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

         SECTION 506.               APPLICATION OF MONEY COLLECTED.

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

         FIRST:   To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 606,

         SECOND:  To the payment of the amounts then due and unpaid upon the
Securities and coupons for principal (and premium or Make-Whole Amount, if any)
and interest and any Additional Amounts payable, 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 aggregate amounts due and payable on
such Securities and coupons for principal (and premium or Make-Whole Amount, if
any), interest and Additional Amounts, respectively, and


                                     -47-
<PAGE>


         THIRD:   To the payment of the remainder, if any, to the Company.

         SECTION 507.      LIMITATION ON SUITS.

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

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

         (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 indemnity
                  satisfactory to it 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 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 such
Holders.

         SECTION 508.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                           PREMIUM OR MAKE-WHOLE AMOUNT, IF ANY, INTEREST AND
                           ADDITIONAL AMOUNTS.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium or Make-Whole Amount, if
any) and (subject to Sections 305 and 307) interest on, and any Additional
Amounts in respect of, such Security or payment of such coupon on the
respective due dates expressed in such Security or coupon (or, in the case of
redemption, on the Redemption Date), to convert or exchange such Securities in
accordance with Article Sixteen and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.


                                     -48-
<PAGE>


         SECTION 509.      RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder of a Security or coupon 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 the Company, the Trustee and the Holders of Securities and coupons shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

         SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE.

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

         SECTION 511.      DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Trustee or of any Holder of any Security
or coupon to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or any 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 of Securities or coupons, as the case may be.

         SECTION 512.      CONTROL BY HOLDERS OF SECURITIES.

         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


                                     -49-
<PAGE>


         (3)      the Trustee need not take any action which might involve it
                  in personal liability or be unduly prejudicial to the Holders
                  of Securities of such series not joining therein (but the
                  Trustee shall have no obligation as to the determination of
                  such undue prejudice).

         SECTION 513.      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 and any related coupons consent to the waiver of 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 or Make-Whole
                  Amount, if any) or interest including Additional Interest on
                  or Additional Amounts payable in respect of any Security of
                  such series or any related coupons, 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, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

         SECTION 514.      WAIVER OF STAY, USURY 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 usury, 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.

         SECTION 515.      UNDERTAKING FOR COSTS.

         All parties to this Indenture agree, and each Holder of any Security
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
or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
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,
or to any suit instituted by any


                                     -50-
<PAGE>


Holder for the enforcement of the payment of the principal of (or premium or
Make-Whole Amount, if any) or interest on or Additional Amounts payable with
respect to any Security on or after the respective Stated Maturities expressed
in such Security (or in the case of redemption, on or after the Redemption
Date) or to enforce the right to convert or exchange any Security in accordance
with Article Sixteen.


                                  ARTICLE SIX
                                  THE TRUSTEE

         SECTION 601.      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 in the
manner and to the extent provided in TIA Section 313(c), notice of such default
hereunder actually known to a Responsible Officer of the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest on or any Additional Amounts with respect to any
Security of such series, or in the payment of any sinking fund installment with
respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as Responsible Officers of the Trustee
in good faith determine that the withholding of such notice is in the interests
of the Holders of the Securities and coupons of such series; and provided
further that in the case of any default or breach of the character specified in
Section 501(4) with respect to the Securities and coupons of such series, no
such notice to Holders shall be given until at least 60 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to the Securities of such series.

         SECTION 602.      CERTAIN DUTIES, RESPONSIBILITIES AND RIGHTS OF
                           TRUSTEE.

         (a)      The Trustee's duties and responsibilities under this
                  Indenture shall be governed by the Trust Indenture Act.

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

                  (1)      except during the continuance of an Event of
                           Default, the Trustee shall perform only such duties
                           as are expressly undertaken by it to perform under
                           this Indenture and no implied covenants or
                           obligations shall be read into this Indenture
                           against the Trustee;

                  (2)      the Trustee may conclusively rely and shall be fully
                           protected in acting or refraining from acting upon
                           any resolution, certificate, statement, instrument,
                           opinion, report, notice, request, direction,
                           consent, order, bond, debenture, note, coupon or
                           other paper or


                                     -51-
<PAGE>


                           document believed by it to be genuine and to have
                           been signed or presented by the proper party or
                           parties;

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

                  (4)      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;

                  (5)      the Trustee may consult with counsel and as a
                           condition to the taking, suffering or omission of
                           any action hereunder may demand an Opinion of
                           Counsel, and the advice of such counsel or any
                           Opinion of Counsel shall be full and complete
                           authorization and protection in respect of any
                           action taken, suffered or omitted by it hereunder in
                           good faith and in reliance thereon;

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

                  (7)      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, coupon 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;

                  (8)      the Trustee may execute any of the trusts or powers
                           hereunder or perform any duties hereunder either
                           directly or by or through agents, attorneys,
                           custodians or nominees and the Trustee shall not


                                     -52-
<PAGE>


                           be responsible for any misconduct or negligence on
                           the part of any agent, attorney, custodian or
                           nominee appointed with due care by it hereunder;

                  (9)      if the Trustee is acting as Paying Agent or Transfer
                           Agent and Registrar hereunder, the rights,
                           indemnities and protections afforded to the Trustee
                           pursuant to this Article VI shall also be afforded
                           to such Paying Agent or Transfer Agent and
                           Registrar;

                  (10)     the Trustee shall not be deemed to have knowledge of
                           any Event of Default unless the Trustee shall have
                           received written notice, or a Responsible Officer
                           charged with the administration of this Indenture
                           shall have actual knowledge of such Event of
                           Default; and

                  (11)     the Trustee shall not be liable for any action
                           taken, suffered or omitted by it in good faith and
                           reasonably believed by it to be authorized or within
                           the discretion or rights or powers conferred upon it
                           by this Indenture. The Trustee shall not be required
                           to expend or risk its own funds or otherwise incur
                           any financial liability in the performance of any of
                           its duties hereunder, or in the exercise of any of
                           its rights or powers, if it shall have reasonable
                           grounds for believing that repayment of such funds
                           or indemnity satisfactory to it against such risk or
                           liability is not reasonably assured to it.

         SECTION 603.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                           SECURITIES.

         The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

         SECTION 604.      MAY HOLD SECURITIES.

         The Trustee, any Paying Agent, Security Registrar, Authenticating
Agent or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and,
subject to Section 613 and TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar, Authenticating Agent or such other agent.


                                     -53-
<PAGE>


         SECTION 605.      MONEY HELD IN TRUST.

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

         SECTION 606.      COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

         (1)      to pay to the Trustee from time to time reasonable
                  compensation for all services rendered by it hereunder,
                  including extraordinary services rendered in connection with
                  or during the continuation of a default 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)      to reimburse each of the Trustee and any predecessor Trustee
                  upon its request for all reasonable expenses, disbursements
                  and advances incurred or made by it in accordance with any
                  provision of this Indenture (including the reasonable
                  compensation and the expenses and disbursements of its agents
                  and counsel), except to the extent any such expense,
                  disbursement or advance may be attributable to its gross
                  negligence or bad faith; and

         (3)      to indemnify each of the Trustee and any predecessor Trustee
                  and each of their respective directors, officers, agents and
                  employees for, and to hold each of them harmless against, any
                  loss, liability or expense, arising out of or in connection
                  with the acceptance or administration of the trust or trusts
                  or the performance of its duties 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 except to the extent
                  any such loss, liability or expense may be attributable to
                  its own gross negligence or bad faith.

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

         When the Trustee incurs expenses or renders services in connection
with an Event of Default described in Section 501(6) and (7), such expenses
(including the fees and expenses of its counsel) and the compensation for such
services are intended to constitute expenses of administration under any
Bankruptcy Law.


                                     -54-
<PAGE>


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

         SECTION 607.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a
combined capital and surplus of at least $50,000,000. If such Trustee or Person
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State, Territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Trustee or Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

         SECTION 608.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a)      No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

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

         (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 the provisions
                           of Section 613 or TIA Section 310(b) after written
                           request therefor by the Company or by any Holder of
                           a Security who has been a bona fide Holder of a
                           Security for at least six months, or

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


                                     -55-
<PAGE>


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

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

         (e)      If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause
with respect to the Securities of one or more series, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the requirements of Section 609.

                  If, within one year after such resignation, removal or
incapacity, or the occurrence of such vacancy, a successor Trustee with respect
to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities and accepted
appointment in the manner hereinafter provided, any Holder of a Security 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 Securities of such series.

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

         SECTION 609.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a)      In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee 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

                                     -56-
<PAGE>


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 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, subject
nevertheless to its claim, if any, provided for in Section 606.

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

         (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.


                                     -57-
<PAGE>


         SECTION 610.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                           BUSINESS.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of 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 or coupons 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 or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

         SECTION 611.      APPOINTMENT OF AUTHENTICATING AGENT.

         At any time when any of the Securities remain Outstanding, the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment thereof or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by a Responsible Officer of the Trustee, a
copy of which instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be reasonably acceptable to the Company and, except
as may otherwise be provided pursuant to Section 301, shall at all times be a
bank or trust company or corporation organized and doing business and in good
standing under the laws of the United States of America or of any State or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid 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. In case at any
time an Authenticating Agent shall cease to be eligible in


                                     -58-
<PAGE>


accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

         An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of or within the series
with respect to which such Authenticating Agent will serve in the manner set
forth in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein. 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 including reimbursement of its reasonable expenses
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 or in lieu of the Trustee's certificate of authentication, an
alternate certificate of authentication substantially in the following form:

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

             _____________________, as Trustee

             By:________________________ as Authenticating Agent

             By:________________________ Authorized Officer


                                     -59-
<PAGE>


         SECTION 612.      CERTAIN DUTIES AND RESPONSIBILITIES.

         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 indemnity satisfactory to it against such risk or
liability is not reasonably assured to it. Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

         SECTION 613.      CONFLICTING INTERESTS.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, Section 310(b) of the Trust Indenture Act and
this Indenture. To the extent permitted by Section 310(b) of the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of
more than one series. In case an Event of Default shall occur and be
continuing, the Trustee shall exercise such of its rights and powers under the
applicable Indenture and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs.

         SECTION 614.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the TIA regarding the collection of claims against the Company
(or any such other obligor).


                                 ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701.      DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

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


                                     -60-
<PAGE>


         SECTION 702.      REPORTS BY TRUSTEE.

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

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with the Commission and with the Company and,
provided the Trustee has received written notification by the Company that any
Securities are listed on any stock exchange, with each stock exchange upon
which the Trustee has been so notified that such Securities are listed.

         SECTION 703.      REPORTS BY COMPANY.

         The Company will:

         (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 Exchange Act; or, if the Company is not required
                  to file information, documents or reports pursuant to either
                  of such Sections, then it will file with the Trustee and the
                  Commission, in accordance with rules and regulations
                  prescribed from time to time by the Commission, such of the
                  supplementary and periodic information, documents and reports
                  which may be required pursuant to Section 13 of the Exchange
                  Act 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 the Holders of Securities, within 30 days
                  after the filing thereof with the Trustee, in the manner and
                  to the extent provided in TIA Section 313(c), such summaries
                  of any information, documents and reports required to be
                  filed by the Company pursuant to paragraphs (1) or (2) of
                  this Section as may be required by rules and regulations
                  prescribed from time to time by the Commission.


                                     -61-
<PAGE>


         SECTION 704.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                           HOLDERS.

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

         (1)      semi-annually, not later than 15 days after the Regular
                  Record Date for interest for each series of Securities, a
                  list, in such form as the Trustee may reasonably require, of
                  the names and addresses of the Holders of Registered
                  Securities of such series as of such Regular Record Date, or
                  if there is no Regular Record Date for interest for such
                  series of Securities, semi-annually, upon such dates as are
                  set forth in the Board Resolution or indenture supplemental
                  hereto authorizing such series, and

         (2)      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 as of a date not
                  more than 15 days prior to the time such list is furnished,
                  provided, however, that, so long as the Trustee is the
                  Security Registrar, no such lists shall be required to be
                  furnished.


                                 ARTICLE EIGHT
                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

         SECTION 801.      CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES,
                           LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN
                           CONDITIONS.

         The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other Person,
provided that in any such case, (i) either the Company shall be the continuing
entity, or the successor (if other than the Company) entity shall be a Person
organized and existing under the laws of the United States or a State thereof
and such successor entity shall expressly assume the due and punctual payment
of the principal of (and premium or Make-Whole Amount, if any) and any interest
(including all Additional Amounts, if any, payable pursuant to Section 1011) on
all of the Securities, according to their tenor, the conversion or exchange
rights shall be provided for in accordance with Article Sixteen, if applicable,
or as otherwise specified pursuant to Section 301, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company by supplemental indenture, complying
with Article Nine hereof, satisfactory to the Trustee, executed and delivered
to the Trustee by such Person; (ii) immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Company or any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or the lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing; and (iii)
if, as a result of any such consolidation or merger or such conveyance,
transfer or lease, properties or assets of the Company would become subject to
a mortgage, pledge, lien, security interest or other


                                     -62-
<PAGE>


encumbrance which would not be permitted by this Indenture, the Company or such
successor Person, as the case may be, shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or
prior to) all indebtedness secured thereby.

         SECTION 802.      RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

         In case of any such consolidation, merger, sale, lease or conveyance
and upon any such assumption by the successor entity, such successor entity
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
entity, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor entity
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor entity, instead of the Company,
and subject to all the terms, conditions and limitations 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 entity 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 of such Securities had been issued at the date of the execution
hereof.

         In case of any such consolidation, merger, sale, lease 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.

         SECTION 803.      OFFICERS' CERTIFICATE AND OPINION OF COUNSEL.

         Any consolidation, merger, sale, lease or conveyance permitted under
Section 801 is also subject to the condition that the Trustee receive an
Officers' Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor entity, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.


                                  ARTICLE NINE
                            SUPPLEMENTAL INDENTURES

         SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders of Securities or coupons, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee,
at any time and from


                                     -63-
<PAGE>


time to time, may enter into one or more indentures supplemental hereto, in
form reasonably satisfactory to the Trustee, for any of the following purposes:

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

         (2)      to add to the covenants of the Company for the benefit of the
                  Holders of all or any series of Securities (and, 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; or

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

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

         (5)      to add to, change or eliminate any of the provisions of this
                  Indenture in respect of any series of Securities, provided
                  that any such addition, change or elimination shall (i)
                  neither (A) apply to any Security of any series created prior
                  to the execution of such supplemental indenture and entitled
                  to the benefit of such provision, nor (B) modify the rights
                  of the Holder of any such Security with respect to such
                  provision; or (ii) become effective only when there is no
                  Security Outstanding; or

         (6)      to secure the Securities; or


                                     -64-
<PAGE>


         (7)      to establish the form or terms of Securities of any series
                  and any related coupons as permitted by Sections 201 and 301,
                  including the provisions and procedures relating to
                  Securities convertible into or exchangeable for other
                  securities or property of the Company; or

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

         (9)      to make provision with respect to the conversion or exchange
                  rights of Holders pursuant to the requirements of Article
                  Sixteen, including providing for the conversion or exchange
                  of the securities into any security or property of the
                  Company; or

         (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
                  which shall not be inconsistent with the provisions of this
                  Indenture or to make any other changes, provided that in each
                  case, such provisions shall not adversely affect the
                  interests of the Holders of Securities of any series or any
                  related coupons in any material respect; or

         (11)     to close this Indenture with respect to the authentication
                  and delivery of additional series of Securities or to
                  qualify, or maintain qualification of, this Indenture under
                  the TIA; or

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

         SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities 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 and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:


                                     -65-
<PAGE>


         (1)      change the Stated Maturity of the principal of (or premium or
                  Make-Whole Amount, if any, on) or any installment of
                  principal of or interest on, any Security; or reduce the
                  principal amount thereof or the rate or amount of interest
                  thereon or any Additional Amounts payable in respect thereof,
                  or any premium or Make-Whole Amount payable upon the
                  redemption thereof, or change any obligation of the Company
                  to pay Additional Amounts pursuant to Section 1011 (except as
                  contemplated by Section 801(i) and permitted by Section
                  901(1)), or reduce the amount of the principal of an Original
                  Issue Discount Security or Indexed Security or Make-Whole
                  Amount, if any, that would be due and payable upon a
                  declaration of acceleration of the Maturity thereof pursuant
                  to Section 502 or the amount thereof provable in bankruptcy
                  pursuant to Section 504, or adversely affect any right of
                  repayment at the option of the Holder of any Security, or
                  change any Place of Payment where, or the currency or
                  currencies, currency unit or units or composite currency or
                  currencies in which, the principal of any Security or any
                  premium or Make-Whole Amount or any Additional Amounts
                  payable in respect thereof 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 or repayment
                  at the option of the Holder, on or after the Redemption Date
                  or the Repayment Date, as the case may be); or

         (2)      reduce the percentage in principal amount of the Outstanding
                  Securities of any series, the consent of whose Holders is
                  required for any such supplemental indenture, or the consent
                  of whose Holders is required for any waiver with respect to
                  such series (or compliance with certain provisions of this
                  Indenture or certain defaults hereunder and their
                  consequences) provided for in this Indenture, or reduce the
                  requirements of Section 1504 for quorum or voting; or

         (3)      modify any of the provisions of this Section, Section 513 or
                  Section 1012, except to increase the required percentage to
                  effect such action 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; or

         (4)      make any change that adversely affects the right to convert
                  or exchange any Security as provided in Article Sixteen or
                  pursuant to Section 301 (except as permitted by Section
                  901(9)) or decrease the conversion or exchange rate or
                  increase the conversion or exchange price of any such
                  Security.


                                     -66-
<PAGE>


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

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included 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.

         SECTION 903.      EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel and an
Officers' Certificate stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture and that all conditions precedent
to the execution of such supplemental indenture have been complied with. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

         SECTION 904.      EFFECT OF SUPPLEMENTAL INDENTURES.

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

         SECTION 905.      CONFORMITY WITH TRUST INDENTURE ACT.

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

         SECTION 906.      REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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


                                     -67-
<PAGE>


         SECTION 907.      NOTICE OF SUPPLEMENTAL INDENTURES.

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


                                  ARTICLE TEN
                                   COVENANTS

         SECTION 1001.     PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT,
                           IF ANY, INTEREST AND ADDITIONAL AMOUNTS.

         The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal of
(and premium or Make-Whole Amount, if any) and interest on and any Additional
Amounts payable in respect of the Securities of that series in accordance with
the terms of such series of Securities, any coupons appertaining thereto and
this Indenture. Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 1011 in respect
of principal of (or premium or Make-Whole Amount, if any, on) such a Security,
shall be payable only upon presentation and surrender of the several coupons
for such interest installments as are evidenced thereby as they severally
mature. Unless otherwise specified with respect to Securities of any series
pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security.

         SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.

         If Securities of a series are issued as Registered Securities, the
Company shall maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or
surrendered for payment or conversion, where Securities of that series may be
surrendered for registration of transfer or exchange, where Securities of that
series may be converted or exchanged in accordance with Article Sixteen, and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. If Securities of a series are
issued as Bearer Securities, the Company will maintain: (A) in the City of
Birmingham, Alabama or 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 or conversion, where any Registered
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


                                     -68-
<PAGE>


or conversion in the circumstances described in the following paragraph (and
not otherwise); (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related coupons may be
presented and surrendered for payment (including payment of any Additional
Amounts payable on Securities of that series pursuant to Section 1011) or
conversion; provided, however, that if the Securities of that series are listed
on the Luxembourg Stock Exchange, The International Stock Exchange of the
United Kingdom 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 Luxembourg, London 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 each Place of Payment for that
series located outside the United States an office or agency where any
Securities of that series may be surrendered for registration of transfer,
where Securities of that series may be surrendered for exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of 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 1011) at the offices
specified in the Security, in London, England, and the Company hereby appoints
the same as its agent to receive such respective presentations, surrenders,
notices and demands, and the Company hereby appoints the Trustee its agent to
receive all such presentations, surrenders, notices and demands.

         Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium, Make-Whole Amount or interest on
or Additional Amounts in respect of Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a
bank located in the United States; provided, however, that, if the Securities
of a series are payable in Dollars, payment of principal of and any premium and
interest on any Bearer Security (including any Additional Amounts or Make-Whole
Amount payable on Securities of such series pursuant to Section 1011) shall be
made at the office of the Company's Paying Agent in the City Birmingham,
Alabama or 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,
Additional Amounts or Make-Whole Amount, 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 from time to time designate one or more other offices
or agencies where the Securities of one or more series and related coupons, if
any, may be


                                     -69-
<PAGE>


presented or surrendered for any or all of 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 of any such designation or rescission and
of any change in the location of any such other office or agency.

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

         SECTION 1003.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of any Securities and any related coupons, it will, on or
before each due date of the principal of (and premium or Make-Whole Amount, if
any), or interest on or Additional Amounts in respect of, any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (and premium or
Make-Whole Amount, if any) or interest or Additional Amounts so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or failure
so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (and premium or Make-Whole Amount, if any), or
interest on or Additional Amounts in respect of, any Securities of that series,
deposit with a Paying Agent a sum (in the currency or currencies, currency unit
or units or composite currency or currencies described in the preceding
paragraph) sufficient to pay the principal (and premium or Make-Whole Amount,
if any) or interest or Additional Amounts, so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium,
Make-Whole Amount or interest or Additional Amounts and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

         The Company will cause each Paying Agent other than the Trustee 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 principal of (and
                  premium or Make-Whole Amount, if any) or interest on
                  Securities or Additional Amounts in trust for the benefit of
                  the Persons entitled thereto until such


                                     -70-
<PAGE>


                  sums shall be paid to such Persons or otherwise disposed of
                  as herein provided;

         (2)      give the Trustee written notice of any default by the Company
                  (or any other obligor upon the Securities) in the making of
                  any such payment of principal (and premium or Make-Whole
                  Amount, if any) or interest or Additional Amounts; 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 sums.

         Except as otherwise provided in the Securities of any series, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium or
Make-Whole Amount, if any) or interest on, or any Additional Amounts in respect
of, any Security of any series and remaining unclaimed for two years after such
principal (and premium or Make-Whole Amount, if any), interest or Additional
Amounts has become due and payable shall be paid to the Company upon Company
Request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment of such principal of (and
premium or Make-Whole Amount, if any) or interest on, or any Additional Amounts
in respect of, any Security, without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

         SECTION 1004.     [RESERVED].

         SECTION 1005.     EXISTENCE.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect the existence,
rights (charter and statutory) and franchises of the Company and its
Subsidiaries; provided, however, that


                                     -71-
<PAGE>


the Company shall not be required to preserve any such right or franchise if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries as a whole and that the loss thereof is not disadvantageous in any
material respect to the Holders of Securities of any series.

         SECTION 1006.     MAINTENANCE OF PROPERTIES.

         The Company will cause all of its material properties used or useful
in the conduct of its business or the business of any Subsidiary, to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company or
any Subsidiary from selling or otherwise disposing of its properties in the
ordinary course of its business.

         SECTION 1007.     [RESERVED].

         SECTION 1008.     PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the
income, profits or property of the Company or any Subsidiary, and (2) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         SECTION 1009.     PROVISION OF FINANCIAL INFORMATION.

         Whether or not the Company is subject to Section 13 or 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the
Commission pursuant to such Section 13 or 15(d) (the "Financial Statements") if
the Company were so subject, such documents to be filed with the Commission on
or prior to the respective dates (the "Required Filing Dates") by which the
Company would have been required so to file such documents if the Company were
so subject.

         The Company will also in any event (x) within 15 days of each Required
Filing Date file with the Trustee copies of annual reports, quarterly reports
and other documents which the Company would have been required to file with the
Commission pursuant to


                                     -72-
<PAGE>


Section 13 or 15(d) of the Exchange Act if the Company were subject to such
Sections, and (y) if filing such documents by the Company with the Commission
is not permitted under the Exchange Act, promptly upon written request and
payment of the reasonable cost of duplication and delivery, supply copies of
such documents to any prospective Holder.

         SECTION 1010.     STATEMENT AS TO COMPLIANCE.

         The Company will deliver to the Trustee within 120 days after the end
of each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof. For purposes of this Section
1010, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.

         SECTION 1011.     ADDITIONAL AMOUNTS.

         If any 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 may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(1), the payment of the principal
of or any premium, Make-Whole Amount 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 by the terms of such series established pursuant to Section 301 to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

         Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or Make-Whole Amount or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent
or Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal 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 not United States persons without withholding for or on account
of any tax, assessment or other governmental charge described in the Securities
of or within the series. If any such withholding shall be


                                     -73-
<PAGE>


required, then such Officers' Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities
of that series or related coupons and the Company will pay to the Trustee or
such Paying Agent the Additional Amounts, if any, required by the terms of such
Securities. In the event that the Trustee or any Paying Agent, as the case may
be, shall not so receive the above mentioned certificate, then the Trustee or
such Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (ii) to make all payments of
principal and interest with respect to the Securities of a series or related
coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee and any Paying Agent and their respective
officers, directors, employees and agents for, and to hold them harmless
against, any loss, liability or expense (including legal fees and expenses)
reasonably incurred without gross 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 or in
reliance on the Company's not furnishing such an Officers' Certificate.

         SECTION 1012.     WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1004 to 1009, inclusive, and
with any other term, provision or condition with respect to the Securities of
any series specified in accordance with Section 301 (except any such term,
provision or condition which could not be amended without the consent of
Holders of all Securities of such Series pursuant to Section 902), if before or
after the time for such compliance the Holders of at least a majority in
principal amount of all outstanding Securities of such series, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant 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 1013.     SALE OR ISSUANCE OF CAPITAL STOCK OF PRINCIPAL
                           SUBSIDIARY BANK.

         Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301 and subject to the provisions
of Article Eight, the Company shall not, directly or indirectly:

         (a)      sell, assign, pledge, transfer or otherwise dispose of, or
                  permit to be issued, any shares of Capital Stock of a
                  Principal Subsidiary Bank or any securities convertible into
                  or rights to subscribe to such Capital Stock, unless, after
                  giving effect to (i) such sale, pledge, assignment, transfer,
                  disposition or issuance, and (ii) the conversion of such
                  securities into, or exercise of such rights with respect to,
                  such Capital Stock, the Company will own, directly or
                  indirectly, at least 80% of the outstanding shares of


                                     -74-
<PAGE>


                  Capital Stock of each class of Capital Stock of such
                  Principal Subsidiary Bank; or

         (b)      pay any dividend in Capital Stock of a Principal Subsidiary
                  Bank or make any other distribution in Capital Stock of a
                  Principal Subsidiary Bank, unless the Principal Subsidiary
                  Bank to which the transaction relates, after obtaining any
                  necessary regulatory approvals, unconditionally guarantees
                  payment of the principal and any premium and interest on the
                  Securities;

provided, however, the foregoing shall not prohibit any of the following:

         (1)      any dispositions made by the Company or any Principal
                  Subsidiary Bank of the Company (A) acting in a fiduciary
                  capacity for any Person other than the Company or any
                  Principal Subsidiary Bank of the Company or (B) to the
                  Company or any Wholly-owned Subsidiary;

         (2)      the merger or consolidation of a Principal Subsidiary Bank
                  with and into another Principal Subsidiary Bank;

         (3)      the sale, assignment, pledge, transfer or other dispositions
                  of shares of Voting Stock of a Principal Subsidiary Bank made
                  by the Company or any Subsidiary of the Company if:

                  (A)      the sale, assignment, pledge, transfer or other
                           disposition is made, in the minimum amount required
                           by law, to any Person for the purpose of the
                           qualification of such Person to serve as a director;
                           or

                  (B)      the sale, assignment, pledge, transfer or other
                           disposition is made in compliance with an order of a
                           court or regulatory authority of competent
                           jurisdiction or as a condition imposed by any such
                           court or regulatory authority to the acquisition by
                           the Company or any Principal Subsidiary Bank of the
                           Company, directly or indirectly, of any other
                           Person; or

                  (C)      the sale, assignment, pledge, transfer or other
                           disposition of Voting Stock or any other securities
                           convertible into or rights to subscribe to Voting
                           Stock of a Principal Subsidiary Bank, so long as:

                           (i)      any such transaction is made for fair
                                    market value as determined by the Board of
                                    Directors or the board of directors of the
                                    Principal Subsidiary Bank of the Company
                                    disposing of such Voting Stock or other
                                    securities or rights, and

                           (ii)     after giving effect to such transaction and
                                    to any potential


                                     -75-
<PAGE>


                                    dilution, the Company and its Wholly-owned
                                    Subsidiaries will own, directly or
                                    indirectly, at least 80% of the Voting
                                    Stock of such Principal Subsidiary Bank;

         (4)      any Principal Subsidiary Bank from selling additional shares
                  of Voting Stock to its shareholders at any price, so long as
                  immediately after such sale, the Company owns, directly or
                  indirectly, at least as great a percentage of the Voting
                  Stock of such Principal Subsidiary Bank as the Company owned
                  prior to such sale of additional shares; or

         (5)      a pledge made or a lien created to secure loans or other
                  extensions of credit by a Principal Subsidiary Bank subject
                  to Section 23A of the Federal Reserve Act.


                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

         SECTION 1101.     APPLICABILITY OF ARTICLE.

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

         SECTION 1102.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Securities, including
coupons, if any shall be evidenced by or pursuant to a Board Resolution. In
case of any redemption at the election of the Company of less than all of the
Securities or coupons, if any, of any series, the Company shall, at least 45
days prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee, in
writing, of such Redemption Date, Redemption Price and of the principal amount
of Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture or
pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities, the Company shall furnish the
Trustee with an Officers' Certificate and Opinion of Counsel evidencing
compliance with such restriction or condition.

         SECTION 1103.     SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series issued on such date with the same terms 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


                                     -76-
<PAGE>


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 make the
selection from Securities of the series that are Outstanding and that have not
previously been called for redemption and may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities, including coupons, if any, of that series or any integral multiple
thereof).

         If any Security selected for partial redemption is converted in part
before termination of the conversion or exchange right with respect to the
portion of the Security so selected, the converted or exchanged portion of such
Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which have been converted or exchanged during a
selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection. In any case where more than one
Security is registered in the same name, the Trustee in its discretion may
treat the aggregate principal amount so registered as if it were represented by
one Security.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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

         SECTION 1104.     NOTICE OF REDEMPTION.

         Notice of redemption shall be given in the manner provided in Section
106, not less than 30 days nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified by the terms of such series established
pursuant to Section 301, to each Holder of Securities to be redeemed, but
failure to give such notice in the manner herein provided to the Holder of any
Security designated for redemption as a whole or in part, or any defect in the
notice to any such Holder, shall not affect the validity of the proceedings for
the redemption of any other such Security or portion thereof.

         Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

         All notices of redemption shall state:

         (1)      the Redemption Date;

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


                                     -77-
<PAGE>


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

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

         (5)      that on the Redemption Date the Redemption Price and accrued
                  interest to the Redemption Date payable as provided in
                  Section 1106, if any, will become due and payable upon each
                  such Security, or the portion thereof, to be redeemed and, if
                  applicable, that interest thereon shall cease to accrue on
                  and after said date;

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

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

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

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

         (10)     the CUSIP number of such Security, if any, provided that
                  neither the Company nor the Trustee shall have any
                  responsibility for any such CUSIP number; and

         (11)     if applicable, that a Holder of Securities who desires to
                  convert or exchange Securities to be redeemed must satisfy
                  the requirements for conversion or exchange contained in such
                  Securities, the then existing conversion or exchange price or
                  rate and the date and time when the


                                     -78-
<PAGE>


                  option to convert or exchange shall expire and the place or
                  places where such Securities may be surrendered for
                  conversion.

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

         SECTION 1105.     DEPOSIT OF REDEMPTION PRICE.

         On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under Article
Twelve, segregate and hold in trust as provided in Section 1003) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay on the Redemption Date the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date.

         SECTION 1106.     SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Except as
provided in the next succeeding paragraph, upon surrender of any such Security
for redemption in accordance with said notice, together with all coupons, if
any, appertaining thereto maturing after the Redemption Date, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest; and provided further that except as
otherwise provided with respect to Securities convertible or exchangeable into
other securities or property of the Company, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.


                                     -79-
<PAGE>


         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 (and any Additional Amounts) represented by
coupons shall be payable only at an office or agency located outside the United
States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender
of those coupons. If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal, (and premium or
Make-Whole Amount, if any) shall, until paid, bear interest from the Redemption
Date at the rate borne by the Security.

         SECTION 1107.     SECURITIES REDEEMED IN PART.

         Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or 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 or Securities of the same series, 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 so
surrendered.


                                 ARTICLE TWELVE
                                 SINKING FUNDS

         SECTION 1201.     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 301 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 such Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of any Securities
of any series, the cash amount of any mandatory sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.


                                     -80-
<PAGE>


         SECTION 1202.     SATISFACTION OF SINKING FUND PAYMENTS WITH
                           SECURITIES.

         The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, as provided for by the terms of such Securities, or which have
otherwise been acquired by the Company; provided that such Securities so
delivered or applied as a credit have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at
the applicable Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

         SECTION 1203.     REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment,
and will also deliver to the Trustee any Securities to be so delivered and
credited. If such Officers' Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not more than
60 nor 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 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 1106 and 1107.


                                ARTICLE THIRTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS

         SECTION 1301.     APPLICABILITY OF ARTICLE.

         Repayment of Securities of any series before their Stated Maturity at
the option of Holders thereof shall be made in accordance with the terms of
such Securities, if any, and


                                     -81-
<PAGE>


(except as otherwise specified by the terms of such series established pursuant
to Section 301) in accordance with this Article.

         SECTION 1302.     REPAYMENT OF SECURITIES.

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

         SECTION 1303.              EXERCISE OF OPTION.

         Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. In order for any Security to be repaid at the option of the
Holder, the Trustee must receive at the Place of Payment therefor specified in
the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not
earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the
Security so providing for such repayment together with the "Option to Elect
Repayment" form on the reverse thereof duly completed by the Holder (or by the
Holder's attorney duly authorized in writing) or (2) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. ("NASD"), or
a commercial bank or trust company in the United States setting forth the name
of the Holder of the Security, the principal amount of the Security, the
principal amount of the Security to be repaid, the CUSIP number, if any, or a
description of the tenor and terms of the Security, a statement that the option
to elect repayment is being exercised thereby and a guarantee that the Security
to be repaid, together with the duly completed form entitled "Option to Elect
Repayment" on the reverse of the Security, will be received by the Trustee not
later than the third Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and
form duly completed are received by the Trustee by such third Business Day. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for


                                     -82-
<PAGE>


repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of or within the
series of which such Security to be repaid is a part. Except as otherwise may
be provided by the terms of any Security providing for repayment at the option
of the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

         SECTION 1304.     WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE
                           AND PAYABLE.

         If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such security so to be repaid shall be paid by
the Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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


                                     -83-
<PAGE>


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

         SECTION 1305.     SECURITIES REPAID IN PART.

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


                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1401.     APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
                           DEFEASANCE OR COVENANT DEFEASANCE.

         If, pursuant to Section 301, provision is made for either or both of
(a) defeasance of the Securities of or within a series under Section 1402 or
(b) covenant defeasance of the Securities of or within a series under Section
1403 to be applicable to the Securities of any series, then the provisions of
such Section or Sections, as the case may be, together with the other
provisions of this Article (with such modifications thereto as may be specified
pursuant to Section 301 with respect to any Securities), shall be applicable to
such Securities and any coupons appertaining thereto, and the Company may at
its option by Board Resolution at any time, with respect to such Securities and
any coupons appertaining thereto, elect to defease such Outstanding Securities
and coupons appertaining thereto pursuant to Section 1402 (if applicable) or
Section 1403 (if applicable) upon compliance with the conditions set forth
below in this Article.

         SECTION 1402.     DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any coupons appertaining thereto on and after the
date the conditions set forth in Section 1404 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Outstanding Securities and any coupons appertaining thereto, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 1405
and the other Sections of this Indenture referred to in clauses (A) and (B)
below, and to have satisfied all of its other obligations under such Securities
and any coupons appertaining thereto and this Indenture insofar as such
Securities and any coupons appertaining thereto are concerned (and the Trustee,
at the expense of the Company, shall execute proper


                                     -84-
<PAGE>


instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 1404 and as more fully
set forth in such Section, payments in respect of the principal of (and premium
or Make-Whole Amount, if any) and interest, if any, on such Securities and any
coupons appertaining thereto when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 305, 306, 1002 and
1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1011, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article. Subject to
compliance with this Article Fourteen, the Company may exercise its option
under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining
thereto.

         SECTION 1403.     COVENANT DEFEASANCE.

         Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under Sections 1005 to 1009, inclusive, and,
if specified pursuant to Section 301, its obligations under any other covenant,
with respect to such Outstanding Securities and any coupons appertaining
thereto on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "covenant defeasance"), and such Securities and any
coupons appertaining thereto shall thereafter be deemed to be not "Outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with Sections 1005
to 1009, inclusive, or such other covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
coupons appertaining thereto, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section
501(4) or 501(8) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.

         SECTION 1404.     CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

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

         (a)      The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Article
Fourteen applicable to it) as trust


                                     -85-
<PAGE>


funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
such Securities and any coupons appertaining thereto, (1) an amount in such
currency, currencies or currency unit in which such Securities and any coupons
appertaining thereto are then specified as payable at Stated Maturity, or (2)
if Securities of such series are not subject to early repayment at the option
of the Holders, Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the currency,
currencies or currency unit in which such Securities and coupons appertaining
thereto are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of
any payment of principal of (and premium or Make- Whole Amount, if any) and
interest, if any, and Additional Amounts, if any, on such Securities and any
coupons appertaining thereto, money in an amount, or (3) a combination thereof
in an amount, sufficient, without consideration of any reinvestment of such
principal and interest, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium or Make-Whole Amount, if any) and interest, if any,
and Additional Amounts, if any on such Outstanding Securities and any coupons
appertaining thereto on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any coupons appertaining
thereto on the day on which such payments are due and payable in accordance
with the terms of this Indenture and of such Securities and any coupons
appertaining thereto; provided, that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such Government Obligations
to said payments with respect to such Securities. Before such a deposit, the
Company may give to the Trustee, in accordance with Section 1102 hereof, a
notice of its election to redeem all or any portion of such Outstanding
Securities at a future date in accordance with the terms of the Securities of
such series and Article Eleven hereof, which notice shall be irrevocable. Such
irrevocable redemption notice, if given, shall be given effect in applying the
foregoing.

         (b)      Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a breach or default under, this Indenture
or any other material agreement or instrument to which the Company is a party
or by which it is bound (and shall not cause the Trustee to have a conflicting
interest pursuant to Section 310(b) of the TIA with respect to any Security of
the Company).

         (c)      No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be continuing on
the date of such deposit or, insofar as Sections 501(6) and 501(7) are
concerned, at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).


                                     -86-
<PAGE>


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

         (e)      In the case of an election under Section 1403, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of such Outstanding Securities and any coupons appertaining thereto
will not recognize income, gain or loss for Federal income tax purposes as a
result of such covenant defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such covenant defeasance had not occurred.

         (f)      The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 1402 or Section 1403 (as the case may be) registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with
respect to the trust funds representing such deposit or by the Trustee for such
trust funds or (ii) all necessary registrations under said Act have been
effected.

         (g)      After the 91st day following the deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally.

         (h)      Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 301.

         SECTION 1405.     DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE
                           HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities
and any coupons appertaining thereto and this Indenture, to the payment,


                                     -87-
<PAGE>


either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities and any coupons appertaining thereto of all sums due and to become
due thereon in respect of principal (and premium or Make-Whole Amount, if any)
and interest and Additional Amounts, if any, but such money need not be
segregated from other funds except to the extent required by law.

         Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 1404(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 1404(a) has been made,
the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium or Make-Whole
Amount, if any), and interest, if any, on such Security as the same becomes due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable market exchange rate for such currency or currency unit in
effect on the second Business Day prior to each payment date, except, with
respect to a Conversion Event, for such currency or currency unit in effect (as
nearly as feasible) at the time of the Conversion Event.

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

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

         SECTION 1406.     REINSTATEMENT.

         If the Trustee or the Paying Agent is unable to apply any money or the
Government Obligations, as the case may be, in accordance with this Article
with respect to any Securities by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the


                                     -88-
<PAGE>


obligations under this Indenture, such Securities and any coupons appertaining
thereto from which the Company has been discharged or released pursuant to
Section 1402 or 1403 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money or
Government Obligations, as the case may be, held in trust pursuant to Section
1405 with respect to such Securities and any coupons appertaining thereto in
accordance with this Article; provided, however, that if the Company makes any
payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities or coupons
to receive such payment from the money or Government Obligations, as the case
may be, so held in trust.


                                ARTICLE FIFTEEN
                       MEETINGS OF HOLDERS OF SECURITIES

         SECTION 1501.     PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

         A meeting of Holders of Securities of any 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 1502.     CALL, NOTICE AND PLACE OF MEETINGS.

         (a)      The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held
at such time and at such place in the City of Birmingham, Alabama or 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 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 106, 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, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 1501, 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 City of Birmingham, Alabama or 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.


                                     -89-
<PAGE>


         SECTION 1503.     PERSONS ENTITLED TO VOTE AT MEETINGS.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder 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 1504.     QUORUM; ACTION.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such adjourned meeting. Notice of
the reconvening of any adjourned meeting shall be given as provided in Section
1502(a), except that such notice need be given only once not less than five (5)
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of any adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum. Except as limited by
the proviso to Section 902, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to Section 902, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of 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


                                     -90-
<PAGE>


Securities of such series and the related coupons, whether or not present or
represented at the meeting.

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

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

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

         SECTION 1505.     DETERMINATION OF VOTING RIGHTS; CONDUCT AND
                           ADJOURNMENT OF MEETINGS.

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

         (b)      The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in
which case the Company or the Holders of Securities of or within the series
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at
the meeting.

         (c)      At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of


                                     -91-
<PAGE>


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 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

         SECTION 1506.     COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

         SECTION 1507.     EVIDENCE OF ACTION TAKEN BY HOLDERS.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by a specified
percentage in principal amount of the Holders of any or all series may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such specified percentage of Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 315(a) through 315(d) of the TIA) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Article.


                                     -92-
<PAGE>


         SECTION 1508.     PROOF OF EXECUTION OF INSTRUMENTS.

         Subject to TIA Sections 315(a) through 315(d), the execution of any
instrument by a Holder or his agent or proxy may be proved in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee.


                                ARTICLE SIXTEEN
                      CONVERSION OR EXCHANGE OF SECURITIES

         SECTION 1601.     APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to the Securities
of any series which are convertible or exchangeable for other securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company, except as otherwise specified as contemplated by
Section 301 for the Securities of such series.

         SECTION 1602.     ELECTION TO EXCHANGE; NOTICE TO TRUSTEE AND HOLDERS.

         The election of the Company to exchange any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. On or prior to the seventh Business Day
prior to Maturity of the Securities, the Company shall provide written notice
to the Holders of record of the Securities and to the Trustee and will publish
a notice in a daily newspaper of national circulation stating whether the
Company has made such election.

         SECTION 1603.     NO FRACTIONAL SHARES.

         No fractional shares of securities shall be delivered upon exchanges
of Securities of any series. If more than one Security shall be surrendered for
exchange at one time by the same Holder, the number of full shares which shall
be delivered upon exchange shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If, except for the provisions of this Section
1603, any Holder of a Security or Securities would be entitled to a fractional
share of a security upon the exchange of such Security or Securities, or
specified portions thereof, the Company shall pay to such Holder an amount in
cash equal to the current market value of such fractional share computed on the
basis of an average Closing Price of such security. The "Closing Price" of any
security on any date of determination means, (i) if such security is listed or
admitted to unlisted trading privileges on a national securities exchange, the
last reported sale price regular way on such exchange, (ii) if such security is
not at the time so listed, as reported by the NASDAQ National Market, or (iii)
if such security is not at the time so listed or reported or admitted to
unlisted trading privileges on a national securities exchange, the average of
the bid and asked prices of such security in the over-the-counter market, as
reported by


                                     -93-
<PAGE>


the National Quotation Bureau, Incorporated or similar organization if the
National Quotation Bureau, Incorporated is no longer reporting such
information, or if not so available, the market price as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company.

         SECTION 1604.     ADJUSTMENT OF EXCHANGE RATE.

         The exchange rate of Securities of any series that is exchangeable for
other securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act and
such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company shall be adjusted for any
stock dividends, stock splits, reclassification, combinations or similar
transactions or any consolidation, merger or other reorganization event in
accordance with the terms of the supplemental indenture or Board Resolution
setting forth the terms of the Securities of such series.

         Whenever the exchange rate is adjusted, the Company shall compute the
adjusted exchange rate in accordance with terms of the applicable Board
Resolution or supplemental indenture and shall prepare an Officers' Certificate
setting forth the adjusted exchange rate and showing in reasonable detail the
facts upon which such adjustment is based, and such certificate shall forthwith
be filed at each office or agency maintained for the purpose of exchange of
Securities pursuant to Section 1002 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted exchange rate
to be mailed, first class postage prepaid, to each Holder of Securities of such
series at its address appearing on the Security Register and to any exchange
agent other than the Trustee.

         SECTION 1605.     PAYMENT OF CERTAIN TAXES UPON EXCHANGE.

         The Company will pay any and all taxes that may be payable in respect
of the transfer and delivery of shares of other securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company on exchange of Securities pursuant hereto. The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the delivery of shares of securities in a
name other than that of the Holder of the Security or Securities to be
exchanged, and no such transfer or delivery shall be made unless and until the
person requesting such transfer has paid to the Company the amount of any such
tax, or has established, to the satisfaction of the Company, that such tax has
been paid.

         SECTION 1606.     SHARES FREE AND CLEAR.

         The Company hereby warrants that upon exchange of Securities of any
series, the Holder of a Security shall receive all rights held by the Company
in such security for which such Security is at such time exchangeable under
this Article Sixteen, free and clear of any and all liens, claims, charges and
encumbrances other than, to the extent


                                     -94-
<PAGE>


permitted by the terms of the Securities of such series, any liens, claims,
charges and encumbrances which may have been placed on any such security by the
prior owner thereof, prior to the time such security was acquired by the
Company. Except as provided in Section 1604, the Company will pay all taxes and
charges with respect to the delivery of such security delivered in exchange for
Securities hereunder.

         SECTION 1607.     CANCELLATION OF SECURITY.

         Upon receipt by the Trustee of Securities of any series delivered to
it for exchange under this Article Sixteen, the Trustee shall cancel and
dispose of the same as provided in Section 309.

         SECTION 1608.     DUTIES OF TRUSTEE REGARDING EXCHANGE.

         Neither the Trustee nor any exchange agent shall at any time be under
any duty or responsibility to any Holder of Securities of any series that is
exchangeable into other securities or property (including securities of other
issuers, provided that such securities are registered under Section 12 of the
Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
form) for a primary offering of its securities) of the Company to determine
whether any facts exist which may require any adjustment of the exchange rate,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed, whether herein or in any supplemental
indenture, any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in
making the same. Neither the Trustee nor any exchange agent shall be
accountable with respect to the validity or value (or the kind or amount) of
any securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act and
such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company, or of any Securities and
neither the Trustee nor any exchange agent makes any representation with
respect thereto. Subject to the provisions of Section 612, neither the Trustee
nor any exchange agent shall be responsible for any failure of the Company to
issue, transfer or deliver any stock certificates or other securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) upon the surrender of any Security for the purpose of exchange or
to comply with any of the covenants of the Company contained in this Article
Sixteen or in the applicable supplemental indenture, resolutions of the Board
of Directors or written instrument executed by one or more duly authorized
officers of the Company.

         SECTION 1609.     REPAYMENT OF CERTAIN FUNDS UPON EXCHANGE.

         Any funds which at any time shall have been deposited by the Company
or on its behalf with the Trustee or any other paying agent for the purpose of
paying the principal of, and premium, if any, and interest, if any, on any of
the Securities (including funds deposited for the sinking fund referred to in
Article Twelve hereof) and which shall not be required for such purposes
because of the exchange of such Securities as provided in


                                     -95-
<PAGE>


this Article Sixteen shall after such exchange be repaid to the Company by the
Trustee upon the Company's written request.

         SECTION 1610.     EXERCISE OF CONVERSION PRIVILEGE.

         In order to exercise a conversion or exchange privilege, the Holder of
a Security of a series with such a privilege shall surrender such Security to
the Company at the office or agency maintained for that purpose pursuant to
Section 1002, accompanied by written notice to the Company that the Holder
elects to convert or exchange such Security or a specified portion thereof.
Such notice shall also state, if different from the name or names (with
address) in which the Securities are registered, the name or names in which the
securities or property (including securities of other issuers, provided that
such securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary
offering of its securities) of the Company which shall be issuable on such
conversion or exchange shall be issued. Securities surrendered for conversion
or exchange shall (if so required by the Company or the Trustee) be duly
endorsed by or accompanied by instruments of transfer in forms satisfactory to
the Company and the Trustee duly executed by the registered Holder or its
attorney duly authorized in writing; and Securities so surrendered for
conversion or exchange during the period from the close of business on any
Regular Record Date to the opening of business on the next succeeding Interest
Payment Date (excluding Securities or portions thereof called for redemption
during such period) shall also be accompanied by payment in funds acceptable to
the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of such Security then being converted, and such
interest shall be payable to such registered Holder notwithstanding the
conversion or exchange of such Security, subject to the provisions of Section
307 relating to the payment of Defaulted Interest by the Company. As promptly
as practicable after the receipt of such notice and of any payment required
pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto setting forth the terms of such
series of Security, and the surrender of such Security in accordance with such
reasonable regulations as the Company may prescribe, the Company shall issue
and shall deliver, at the office or agency at which such Security is
surrendered, to such Holder or on its written order, securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company issuable or deliverable upon the conversion or
exchange of such Security (or specified portion thereof), in accordance with
the provisions of such Board Resolution, Officers' Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of
such common stock otherwise issuable upon such conversion or exchange. Such
conversion or exchange shall be deemed to have been effected immediately prior
to the close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion or exchange
by the Company and such Security shall have been surrendered as aforesaid
(unless such Holder shall have so surrendered such Security and shall have
instructed the Company to effect the conversion or exchange on a particular
date following such surrender and such Holder shall be


                                     -96-
<PAGE>


entitled to convert or exchange such Security on such date, in which case such
conversion or exchange shall be deemed to be effected immediately prior to the
close of business on such date) and at such time the rights of the Holder of
such Security as such Security Holder shall cease and the person or persons in
whose name or names any securities or property (including securities of other
issuers, provided that such securities are registered under Section 12 of the
Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
form) for a primary offering of its securities) of the Company shall be
issuable or deliverable upon such conversion or exchange shall be deemed to
have become the Holder or Holders of record of the shares represented thereby.
Except as set forth above and subject to the final paragraph of Section 307, no
payment or adjustment shall be made upon any conversion or exchange on account
of any interest accrued on the Securities surrendered for conversion or
exchange or on account of any interest or dividends on the securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company issued or delivered upon such conversion or
exchange.

         In the case of any Security which is converted or exchanged in part
only, upon such conversion or exchange the Company shall execute and the
Trustee shall authenticate and deliver to or on the order of the Holder
thereof, at the expense of the Company, a new Security or Securities of the
same series, of authorized denominations, in aggregate principal amount equal
to the unconverted or unexchanged portion of such Security.

         SECTION 1611.     EFFECT OF CONSOLIDATION OR MERGER ON CONVERSION
                           PRIVILEGE.

         In case of any consolidation of the Company with, or merger of the
Company into or with any other Person, or in case of any sale of all or
substantially all of the assets of the Company, the Company or the Person
formed by such consolidation or the Person into which the Company shall have
been merged or the Person which shall have acquired such assets, as the case
may be, shall execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding of any series that
is convertible into common stock of the Company shall have the right, which
right shall be the exclusive conversion right thereafter available to said
Holder (until the expiration of the conversion right of such Security), to
convert such Security into the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such consolidation,
merger or sale by a holder of the number of shares of common stock of the
Company into which such Security might have been converted immediately prior to
such consolidation, merger or sale, subject to compliance with the other
provisions of this Indenture, such Security and such supplemental indenture.
Such supplemental indenture shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in such
Security. The above provisions of this Section shall similarly apply to
successive consolidations, mergers or sales. It is expressly agreed and
understood that anything in this Indenture to the contrary notwithstanding, if,
pursuant to such merger, consolidation or sale, holders of outstanding shares
of common stock of the Company do not receive shares of common stock of the
surviving corporation but receive


                                     -97-
<PAGE>


other securities, cash or other property or any combination thereof, Holders of
Securities shall not have the right to thereafter convert their Securities into
common stock of the surviving corporation or the corporation which shall have
acquired such assets, but rather, shall have the right upon such conversion to
receive the other securities, cash or other property receivable by a holder of
the number of shares of common stock of the Company into which the Securities
held by such holder might have been converted immediately prior to such
consolidation, merger or sale, all as more fully provided in the first sentence
of this Section 1611. Anything in this Section 1611 to the contrary
notwithstanding, the provisions of this Section 1611 shall not apply to a
merger or consolidation of another corporation with or into the Company
pursuant to which both of the following conditions are applicable: (i) the
Company is the surviving corporation and (ii) the outstanding shares of common
stock of the Company are not changed or converted into any other securities or
property (including cash) or changed in number or character or reclassified
pursuant to the terms of such merger or consolidation.

         As evidence of the kind and amount of shares of stock or other
securities or property (including cash) into which Securities may properly be
convertible after any such consolidation, merger or sale, or as to the
appropriate adjustments of the conversion prices applicable with respect
thereto, the Trustee shall be furnished with and may accept the certificate or
opinion of an independent certified public accountant with respect thereto;
and, in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely thereon, and shall not be responsible or accountable to any
Holder of Securities for any provision in conformity therewith or approved by
such independent certified accountant which may be contained in said
supplemental indenture.

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


                                     -98-
<PAGE>


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


                                             REGIONS FINANCIAL CORPORATION


                                             By:
                                                -------------------------------
                                             Name:
                                                  -----------------------------
                                             Title:
                                                   ----------------------------

                                             BANKERS TRUST COMPANY, AS TRUSTEE


                                             By:
                                                -------------------------------
                                             Name:
                                                  -----------------------------
                                             Title:
                                                   ----------------------------


                                     -99-
<PAGE>


                                  EXHIBIT A-1


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

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

         This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic companies, or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source ("United States
person(s)"), (ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as "financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Regions Financial Corporation or its agent that such
financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

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

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

         This certificate excepts and does not relate to [U.S. $]_________ of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to


                                      A-1
<PAGE>


which we understand an exchange for an interest in a permanent global Security
or an exchange for and delivery of definitive Securities (or, if relevant,
collection of any interest) cannot be made until we do so certify.

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

Dated:  _________________, 200_

         [To be dated no earlier than the 15th day prior to (i) the Exchange
Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange
Date, as applicable]


                     [Name of Person Making Certification]

                                    (Authorized Signatory) Name: Title:


                                      A-2
<PAGE>


                                  EXHIBIT A-2


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

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

         This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially in the form attached hereto, as of the date hereof, [U.S.
$]____________________ principal amount of the above-captioned Securities (i)
is owned by person(s) that are not citizens or residents of the United States,
domestic companies, domestic corporations or any estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source ("United States person(s)"), (ii) is owned by United States person(s)
that are (a) foreign branches of United States financial institutions
(financial institutions, as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
financial institution has agreed, on its own behalf or through its agent, that
we may advise Regions Financial Corporation or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

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

         We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any


                                      A-1
<PAGE>


notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.

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

Dated: ____________ 200_

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

                                    [Euroclear Bank S.A.], as Operator of the
                                    Euroclear System
                                    [Clearstream Banking, societe anonyme,]


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


                                      A-2
<PAGE>


                                   EXHIBIT B


                                    FORM OF
                      EXCHANGE RATE OFFICER'S CERTIFICATE

         The undersigned, ______________________________, an officer of Regions
Financial Corporation, a Delaware corporation (the "Company"), in accordance
with the terms of the Indenture, dated as of _________________, 20__, between
the Company and Bankers Trust Company, as Trustee (the "Indenture"), and
pursuant to authority delegated by the Board of Directors of the Company to the
undersigned in resolutions duly adopted by such Board at a meeting duly called
and held on __________, _______ (the "Resolutions"), does hereby certify that:

         1.       _______The [exchange rate] [applicable bid quotation] in
respect of the payment to be made on [insert date] by the Company with respect
to its [insert title of security] is ____________________.

         2.       _______The amount payable on [insert date] in respect of the
Company's [insert title of security] is ______________ per [$1,000] principal
amount of such security.

        IN WITNESS WHEREOF, I have hereunto signed by name.

Dated: __________________________________________________


                                             Name:
                                                  -----------------------------
                                             Title:
                                                   ----------------------------


                                      B-1