<PAGE>

                                                                     EXHIBIT 4.1


================================================================================



                          PRUDENTIAL FINANCIAL, INC.,
                                            as Issuer

                                      TO


                             JPMORGAN CHASE BANK,
                                            as Trustee

                                   Indenture

                           Dated as of ______, 2001


                                  DEBENTURES


================================================================================
<PAGE>

                               TABLE OF CONTENTS

                                  __________

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Parties...........................................................................    1

Recitals of the Company...........................................................    1

                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.1.   Definitions........................................................    1
               Affiliate..........................................................    1
               Board of Directors.................................................    1
               Board Resolution...................................................    1
               Business Day.......................................................    2
               Capital Securities.................................................    2
               Capital Stock......................................................    2
               Class B Stock......................................................    2
               Common Stock.......................................................    2
               Company Order......................................................    2
               Corporate Trust Office.............................................    2
               Debentureholder....................................................    2
               Debentures.........................................................    2
               Debt...............................................................    2
               Default............................................................    3
               Deferral Period....................................................    3
               Exchange Act.......................................................    3
               Guarantee..........................................................    3
               Indenture..........................................................    3
               Interest Payment Date..............................................    3
               Issue Date.........................................................    3
               Office.............................................................    3
               Agency.............................................................    3
               Officer............................................................    3
               Officer's Certificate..............................................    3
               Opinion of Counsel.................................................    3
               Paying Agent.......................................................    4
               Person.............................................................    4
               Predecessor Debentures.............................................    4
               Record Date........................................................    4
               Redemption Date....................................................    4
               Redemption Price...................................................    4
               Regular Record Date................................................    4
               Responsible Officer................................................    4
               SEC................................................................    4
               Securities Act.....................................................    5
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                 Security Exchange................................................    5
                 series...........................................................    5
                 Special Record Date..............................................    5
                 Stated Maturity Date.............................................    5
                 Subsidiary.......................................................    5
                 TIA..............................................................    5
                 Trust............................................................    5
                 Trust Agreement..................................................    5
                 Trust Securities.................................................    5
                 Trustee..........................................................    5
                 U.S. Government Obligations......................................    5
Section 1.2.     Other Definitions................................................    7
Section 1.3.     Incorporation by Reference of TIA................................    7
Section 1.4.     Rules of Construction............................................    7
Section 1.5.     Acts of Holders and Holders of Capital Securities................    8

                                  ARTICLE II

                                THE DEBENTURES

Section 2.1.     Amount Unlimited; Issuable in Series.............................    9
Section 2.2.     Payment of Principal and Interest................................   11
Section 2.3.     Execution, Authentication and Delivery...........................   13
Section 2.4.     Registrar and Paying and Conversion Agents.......................   15
Section 2.5.     Paying Agent to Hold Money in Trust..............................   16
Section 2.6.     Debentureholder Lists............................................   17
Section 2.7.     Transfer and Exchange............................................   17
Section 2.8.     Replacement Debentures...........................................   18
Section 2.9.     Outstanding Debentures; Determinations of Holders' Action........   19
Section 2.10.    Temporary Debentures.............................................   19
Section 2.11.    Book-Entry System................................................   20
Section 2.12.    Cancellation.....................................................   21
Section 2.13.    CUSIP Numbers....................................................   22
Section 2.14.    Record Date......................................................   22

                                  ARTICLE III

                                  REDEMPTION

Section 3.1.     Redemption; Notice to Trustee....................................   22
Section 3.2.     Selection of Debentures to Be Redeemed...........................   23
Section 3.3.     Notice of Redemption.............................................   23
Section 3.4.     Effect of Notice of Redemption...................................   24
Section 3.5.     Deposit of Redemption Price......................................   24
Section 3.6.     Debentures Redeemed in Part......................................   24
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                                   ARTICLE IV

                                   COVENANTS

Section 4.1.    Payment of Principal, Premium and Interest....................................    25
Section 4.2.    Limitation on Dividends.......................................................    26
Section 4.3.    Periodic Reports to Trustee...................................................    26
Section 4.4.    Compliance Certificates.......................................................    27
Section 4.5.    Further Instruments and Acts..................................................    27
Section 4.6.    Payment of Expenses of Each Trust.............................................    27
Section 4.7.    Ownership of Common Securities................................................    27
Section 4.8.    Statement by Officers as to Default...........................................    28

                                   ARTICLE V

                             SUCCESSOR CORPORATION

Section 5.1.    When the Company May Merge, Etc...............................................    28

                                  ARTICLE VI

                             DEFAULTS AND REMEDIES

Section 6.1.    Events of Default.............................................................    29
Section 6.2.    Acceleration..................................................................    30
Section 6.3.    Other Remedies................................................................    31
Section 6.4.    Waiver of Past Defaults.......................................................    31
Section 6.5.    Control by Holders............................................................    32
Section 6.6.    Limitation on Suits...........................................................    32
Section 6.7.    Unconditional Right of Holders to Receive Principal, Premium and Interest.....    33
Section 6.8.    Direct Action Right of Holders of Capital Securities..........................    33
Section 6.9.    Collection Suits by the Trustee...............................................    33
Section 6.10.   Trustee May File Proofs of Claim..............................................    34
Section 6.11.   Priorities....................................................................    35
Section 6.12.   Undertaking for Costs.........................................................    35

                                  ARTICLE VII

                                  THE TRUSTEE

Section 7.1.    Duties and Responsibilities of the Trustee....................................    35
Section 7.2.    Rights of the Trustee.........................................................    37
Section 7.3.    Not Responsible for Recitals or Issuances of Debentures.......................    38
Section 7.4.    May Hold Securities...........................................................    38
Section 7.5.    Notice of Defaults............................................................    38
Section 7.6.    Reports by Trustee to Holders.................................................    38
Section 7.7.    Compensation and Indemnity....................................................    39
Section 7.8.    Eligibility; Disqualification.................................................    40
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                                     -iii-

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Section 7.9.     Resignation and Removal; Appointment of Successor...............................   40
Section 7.10.    Acceptance of Appointment by Successor..........................................   42
Section 7.11.    Successor Trustee by Merger.....................................................   43

                                 ARTICLE VIII

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 8.1.     Satisfaction and Discharge of Indenture.........................................   43
Section 8.2.     Application by Trustee of Funds Deposited for Payment of Debentures.............   44
Section 8.3.     Repayment of Moneys Held by Paying Agent........................................   45
Section 8.4.     Return of Moneys Held by the Trustee and Paying Agent Unclaimed for Two Years...   45

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

Section 9.1.     Supplemental Indentures Without Consent of Holders..............................   45
Section 9.2.     Supplemental Indentures with Consent of Holders.................................   46
Section 9.3.     Compliance with Trust Indenture Act.............................................   48
Section 9.4.     Revocation and Effect of Consents, Waivers and Actions..........................   48
Section 9.5.     Notation on or Exchange of Debentures...........................................   48
Section 9.6.     Execution of Supplemental Indentures............................................   49
Section 9.7.     Effect of Supplemental Indentures...............................................   49

                                   ARTICLE X

                                 SINKING FUNDS


Section 10.1.    Applicability of Article........................................................   49
Section 10.2.    Satisfaction of Sinking Fund Payments with Debentures...........................   49
Section 10.3.    Redemption of Debentures for Sinking Fund.......................................   50

                                  ARTICLE XI

                         MEETINGS OF DEBENTUREHOLDERS

Section 11.1.    Purposes for Which Meetings May Be Called.......................................   50
Section 11.2.    Call, Notice and Place of Meetings..............................................   51
Section 11.3.    Persons Entitled to Vote at Meetings............................................   51
Section 11.4.    Quorum; Action..................................................................   51
Section 11.5.    Determination of Voting Rights; Conduct and Adjournment of Meetings.............   52
Section 11.6.    Counting Votes and Recording Action of Meetings.................................   53
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                                  ARTICLE XII

                                 MISCELLANEOUS

Section 12.1.     Trust Indenture Act Controls...........................  53
Section 12.2.     Notices................................................  54
Section 12.3.     Communication by Holders with Other Holders............  55
Section 12.4.     Certificate and Opinion as to Conditions Precedent.....  55
Section 12.5.     Statements Required in Certificate or Opinion..........  55
Section 12.6.     Severability Clause....................................  56
Section 12.7.     Rules by Trustee, Paying Agent and Registrar...........  56
Section 12.8.     Legal Holidays.........................................  56
Section 12.9.     Governing Law..........................................  56
Section 12.10.    No Recourse Against Others.............................  56
Section 12.11.    Successors and Assigns.................................  57
Section 12.12.    Counterparts...........................................  57
Section 12.13.    No Adverse Interpretation of Other Agreements..........  57
Section 12.14.    Table of Contents, Headings, Etc.......................  57
Section 12.15.    Benefits of the Indenture..............................  57
</TABLE>

                                      -v-
<PAGE>

                     ____________________________________

                     Prudential Financial, Inc. Indenture
                Certain Sections of this Indenture relating to
          Sections 310 through 318 of the Trust Indenture Act of 1939

<TABLE>
<CAPTION>
 Trust Indenture
   Act Section                                                                   Indenture Section
<S>                                                                        <C>
(S) 310 (a)(1)      .........................................................    2.3; 7.8
        (a)(2)      .........................................................    2.3; 7.8
        (a)(3)      .........................................................    Not Applicable
        (a)(4)      .........................................................    Not Applicable
        (a)(5)      .........................................................    Not Applicable
        (b)         .........................................................    7.8; 7.9
        (c)         .........................................................    Not Applicable
(S) 311 (a)         .........................................................    Not Applicable
        (b)         .........................................................    Not Applicable
        (c)         .........................................................    Not Applicable
(S) 312 (a)         .........................................................    2.6
        (b)         .........................................................    13.3
        (c)         .........................................................    13.3
(S) 313 (a)         .........................................................    7.6
        (b)(1)      .........................................................    Not Applicable
        (b)(2)      .........................................................    Not Applicable
        (c)         .........................................................    7.6
        (d)         .........................................................    7.6
(S) 314 (a)         .........................................................    4.3; 4.4
        (b)         .........................................................    Not Applicable
        (c)(1)      .........................................................    2.3; 13.4; 13.5
        (c)(2)      .........................................................    2.3; 13.4; 13.5
        (c)(3)      .........................................................    Not Applicable
        (d)         .........................................................    Not Applicable
        (e)         .........................................................    13.5
                    .........................................................    Not Applicable
(S) 315 (a)         .........................................................    7.1(b); 7.2
        (b)         .........................................................    7.2; 7.4; 13.2
        (c)         .........................................................    7.1(a); 7.2
        (d)         .........................................................    7.1(c); 7.2
        (e)         .........................................................    6.12
(S) 316 (a)(1)(A)   .........................................................    6.5
        (a)(1)(B)   .........................................................    6.2; 6.4
        (a)(2)      .........................................................    Not Applicable
        (a)(last    .........................................................    2.9
           sentence)
        (b)         .........................................................    6.7
        (c)         .........................................................    1.5
(S) 317 (a)(1)      .........................................................    6.9
        (a)(2)      .........................................................    6.10
        (b)         .........................................................    2.5
(S) 318 (a)         .........................................................    13.1
        (b)         .........................................................    Not Applicable
        (c)         .........................................................    13.1
</TABLE>
___________________
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.


                                     -vi-
<PAGE>

     INDENTURE, dated as of ___, 2001, by and between Prudential Financial,
Inc., a corporation duly organized and existing under the laws of the State of
New Jersey, or any person who shall have become a successor thereto pursuant to
the applicable provisions of this Indenture (the "Company"), and JPMorgan Chase
Bank, a New York banking corporation, as trustee (the "Trustee").

     Whereas, the Company may from time to time create or establish one or more
statutory business trusts for the purpose of issuing undivided beneficial
interests in the assets thereof (the "Trust Securities") and using the proceeds
thereof to acquire the Company's Debentures (as hereinafter defined), and to
provide therefor, the Company has duly authorized the execution and delivery of
this Indenture.

     Whereas, all things necessary to make the Debentures, when duly issued and
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid and binding
agreement of the Company, enforceable in accordance with its terms, have been
done.

     Now Therefore:

     Each of the Company and the Trustee, intending to be legally bound hereby,
agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders (as hereinafter defined) of the Debentures issued
hereunder or of series thereof:

                                   ARTICLE I

                  Definitions and Incorporation by Reference

SECTION 1.1.  Definitions.

     "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. When used with respect to any Person,
"control" means the power, directly or indirectly, to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" and "under common control with" have meanings
correlative to the foregoing.

     "Board of Directors" means either the Board of Directors of the Company
or any committee of such Board duly authorized to act generally or in any
particular respect for such Board hereunder or any officer of the Company to
whom such authority has been duly delegated by such Board or such committee, it
being understood that any action taken by such officer pursuant to the authority
so delegated shall, for all purposes hereunder, be deemed to have the same
validity and effect as if it had been taken by such Board or such committee, as
the case may be.

     "Board Resolution" means (i) 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

                                      -1-
<PAGE>

Directors and to be in full force and effect on the date of such certification,
(ii) a copy of a unanimous written consent of the Board of Directors or (iii) a
certificate signed by the authorized officer or officers to whom the Board of
Directors has delegated its authority, and in each case, delivered to the
Trustee.

     "Business Day" means any day that is not a Saturday, a Sunday or day on
which banking institutions and trust companies in The City of New York are
authorized or required by law, regulation or executive order to close.

     "Capital Securities" means the securities of a Trust, representing
undivided beneficial interests in the assets of such Trust and designated as
capital securities pursuant to the declaration of such Trust.

     "Capital Stock" means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated, whether voting or non-voting) corporate stock of the
Company, but does not include the Class B Stock of the Company unless expressly
otherwise stated.

     "Class B Stock" means the Class B Stock, par value $0.01 per share, of
the Company.

     "Common Stock" means the Common Stock, par value $0.01 per share, of the
Company, but does not include Class B Stock unless expressly otherwise stated.

     "Company Order" means a written request or order signed in the name of
the Company by an Officer of the Company and delivered to the Trustee.

     "Corporate Trust Office" means the office of the Trustee at which at any
time its corporate trust business shall be principally administered, which
office at the date hereof is located at 450 West 33rd Street, 15th Floor, New
York, New York 10001, Attention: Institutional Trust Services, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the designated office of any successor Trustee (or such
other address as a successor Trustee may designate from time to time by notice
to the Holders and the Company).

     "Debentureholder" or "Holder" means a Person in whose name a Debenture is
registered on the Registrar's books.

     "Debentures" means any of the debentures of any series issued,
authenticated and delivered under this Indenture, as the same may now or
hereafter exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated, substituted for or replaced.

     "Debt" means (i) the principal of and premium and interest, if any, on
indebtedness for money borrowed, (ii) purchase money and similar obligations,
(iii) obligations under capital leases, (iv) guarantees, assumptions or purchase
commitments relating to, or other transactions as a result of which the Company
is responsible for the payment of, such indebtedness of others, (v) renewals,
extensions and refundings of any such indebtedness, (vi) interest or obligations
in respect of any such indebtedness accruing after the commencement of any
insolvency or bankruptcy proceedings and (vii)

                                      -2-
<PAGE>

obligations associated with derivative products such as interest rate and
currency exchange contracts, foreign exchange contracts, commodity contracts and
similar arrangements.

     "Default" means any event which is, or after notice or passage of time, or
both, would be, an Event of Default pursuant to Section 6.1.

     "Deferral Period," with respect to any series of Debentures, means any
period during which the Company elects to extend the interest payment period on
such series of Debentures pursuant to Section 4.1(b); provided that a Deferral
Period (or any extension thereof) may not extend beyond the Stated Maturity Date
or the Redemption Date of any Debenture of such series and must end on an
Interest Payment Date or, if the Debentures are redeemed, on an Interest Payment
Date or the Redemption Date for such Debentures.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Guarantee" means each guarantee agreement executed by the Company with
respect to the Capital Securities issued by any Trust pursuant to which the
Company agrees to pay the guarantee payments under any such guarantee agreement
to the holders of such Capital Securities.

     "Indenture" means this indenture, as amended or supplemented from time to
time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

     "Interest Payment Date," when used with respect to the Debentures of any
series, means the date or dates in each year on which any interest on the
Debentures of that series is paid or made available for payment.

     "Issue Date," with respect to a series of Debentures, means the date on
which the Debentures of such series are originally authenticated and delivered
under this Indenture.

     "Office" or "Agency," with respect to any Debentures, means an office
or agency of the Company maintained or designated as a place of payment for such
Debentures pursuant to Section 2.4 or, to the extent designated or required by
Section 2.4 in lieu of such office or agency, the Corporate Trust Office of the
Trustee.

     " Officer " means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the Chief Financial Officer, the President, any
Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of such Person.

     "Officer's Certificate " means a certificate signed on behalf of the
Company by the Chief Executive Officer, the Chief Financial Officer, the
President, a Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, that complies with the
requirements of Sections 12.4 and 12.5 (if applicable) and is delivered to the
Trustee.

     "Opinion of Counsel" means a written opinion of legal counsel, who may be
an employee of the Company, or any other legal counsel who shall be reasonably
acceptable

                                      -3-
<PAGE>

to the Trustee and provided that the General Counsel or any Vice President and
Corporate Counsel of the Company shall be deemed to be reasonably acceptable to
the Trustee, containing the information specified in Sections 12.4 and 12.5 (if
applicable).

     "Paying Agent" means any Person authorized by the Company to pay the
principal of and premium, if any, and interest on the Debentures of any series
on behalf of the Company.

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

     "Predecessor Debentures" of any particular Debenture means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular Debenture; and for purposes of this definition, any Debenture
authenticated and delivered under Section 2.8 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Debenture shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Debenture.

     "Record Date," with respect to any series of the Debentures, means the
Regular Record Date, the Special Record Date or any date set to determine the
Holders of Debentures of such series entitled to vote, consent, make a request
or exercise any other right associated with such Debentures.

     "Redemption Date," with respect to the Debentures of any series to be
redeemed, means the date specified for the redemption thereof in accordance with
the terms thereof and pursuant to Article III of this Indenture.

     "Redemption Price," with respect to the Debentures of any series to be
redeemed, means the price at which such Debentures are to be redeemed in
accordance with the terms thereof and pursuant to Article III of this Indenture.

     "Regular Record Date," with respect to an Interest Payment Date for the
Debentures of any series, means the date specified for the determination of
Holders of such Debentures entitled to receive the payment of interest on such
Interest Payment Date.

     "Responsible Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee (or any successor
of the Trustee), including any vice president, any assistant vice president, any
assistant secretary, any assistant treasurer, any trust officer, any senior
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who, in each of the above cases, shall have direct responsibility
for the administration of this Indenture.

     "SEC" means the Securities and Exchange Commission.

                                      -4-
<PAGE>

     "Securities Act" means the Securities Act of 1933, as amended.

     "Security Exchange," when used with repect to Debentures of any series
which are held as assets of a Trust pursuant to to Trust Agreement Trust to the
holders of the Trust Securities of such Trust in exchange for such Trust
Securities upon certain events described in the applicable Trust Agreement.

     A "series" of Debentures means all Debentures denoted as part of the same
series authorized by or pursuant to a particular Board Resolution or a
supplemental indenture.

     "Special Record Date" for the payment of any Defaulted Interest on the
Debentures of any series means the date determined pursuant to Section 2.2.

     "Stated Maturity Date," with respect to the Debentures of any series,
means the date specified for such Debentures as the date on which the principal
of such Debenture is due and payable.

     "Subsidiary" means any corporation, association, partnership, trust,
limited liability company or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, trustees or the
governing individuals or body thereof is at the time owned or controlled,
directly or indirectly, by (i) the Company, (ii) the Company and one or more
Subsidiaries, or (iii) one or more Subsidiaries.

     "TIA" means the Trust Indenture Act of 1939, as amended.

     "Trust" means any statutory business trust created or established by the
Company to issue Trust Securities and to use the proceeds from the sale thereof
to purchase Debentures.

     "Trust Agreement" means the amended and restated trust agreement for a
Trust, among the Company, as sponsor, the property trustee named therein, the
Delaware trustee named therein and the administrative trustees named therein, as
the same may be amended and modified from time to time.

     "Trust Securities" means the common securities of a Trust and the Capital
Securities, collectively, representing undivided beneficial interests in the
assets of such Trust.

     "Trustee" means the Person named as "Trustee" in the first paragraph of
this Indenture, until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor, and if
at any time there is more than one such Person, "Trustee" as used with respect
to Debentures of any series shall mean the Trustee with respect to Debentures of
that series.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of, or obligations
guaranteed by, the United States of America (including any agency or
instrumentality thereof) for the

                                      -5-
<PAGE>

payment of which obligations or guarantee the full faith and credit of the
United States of America is pledged and which are not callable at the issuer's
option.

                                      -6-
<PAGE>

SECTION 1.2.  Other Definitions.



                Term


                                                             Defined in Section
        "Act"                  .............................          1.5
        "Bankruptcy Law"       .............................          6.1
        "Conversion Agent"     .............................          2.4
        "Custodian"            .............................          6.1
        "Defaulted Interest"   .............................          2.2
        "Depository"           .............................         2.11
        "Direct Action"        .............................          6.8
        "Event of Default"     .............................          6.1
        "Global Debenture"     .............................         2.11
        "Legal Holiday"        .............................         12.8
        "Notice Agent"         .............................          2.4
        "Notice of Default"    .............................          6.1
        "Property Trustee"     .............................          3.1
        "Register"             .............................          2.4
        "Registrar"            .............................          2.4
        "Successor"            .............................          5.1

SECTION 1.3.    Incorporation by Reference of TIA.

     Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Debentures.

     "indenture security holder" means a Debentureholder or Holder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the Debentures means the Company and any other obligor on the
Debentures.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings assigned to them by such definitions.

SECTION 1.4.  Rules of Construction.

     Unless the context otherwise requires:

    (a) each capitalized term has the meaning assigned to it and shall include
  the plural as well as the singular, as applicable;

                                      -7-
<PAGE>

    (b) an accounting term not otherwise defined has the meaning assigned to it
  in accordance with generally accepted accounting principles in the United
  States;

    (c) "or" is not exclusive;

    (d) "including" means including, but not limited to;

    (e) words in the singular include the plural, and words in the plural
  include the singular;

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

    (g) references to sections of or rules under the Securities Act or the TIA
  shall be deemed to include substitute, replacement or successor sections or
  rules adopted by the SEC from time to time.

SECTION 1.5.  Acts of Holders and Holders of Capital Securities.

    (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders or by
holders of Capital Securities may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders or holders of
Capital Securities, as applicable, in person or by an agent duly appointed in
writing or may be embodied in and evidenced by the record of Holders or holders
of Capital Securities, as applicable, voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders or holders of
Capital Securities, as applicable, duly called and held in accordance with the
provisions of Article XI or the applicable Trust Agreement, or a combination of
such instruments or record and, 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 Holders or holders of Capital Securities signing such instrument
or instruments and so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent or proxy shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section and
Section 11.6. The record of any meeting of Holders shall be proved in the manner
provided in Section 11.6.

    Without limiting the generality of this Section, unless otherwise provided
in or pursuant to this Indenture, a Holder, including a Depository that is a
Holder of a Global Debenture, may make, give or take, by a proxy, or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a Depository that is a
Holder of a Global Debenture may provide its proxy or proxies to the beneficial
owners of interests in any such Global Debenture through such Depository's
standing instructions and customary practices.

                                      -8-
<PAGE>

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner which the Trustee deems sufficient.

     (c) The ownership of Debentures shall be proved by the Register.

     (d) Any Act of the Holder of any Debenture shall bind every future Holder
of the same Debenture and the Holder of every Debenture issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Debenture.

     (e) If the Company solicits from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, by or pursuant to a Board Resolution, fix in advance a
Record Date for the determination of Holders entitled to give such Act, but the
Company shall have no obligation to do so. If such a Record Date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other
action may be given before or after such Record Date, but only 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 Debentures have authorized or agreed or consented to such Act, and
for that purpose the outstanding Debentures shall be computed as of such Record
Date.

                                   ARTICLE II

                                 The Debentures

SECTION 2.1.  Amount Unlimited; Issuable in Series.

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

     The Debentures may be issued in one or more series in an amount not to
exceed the aggregate principal amount of Debentures of that series from time to
time authorized by or pursuant to a Board Resolution, or established pursuant to
one or more indentures supplemental hereto, prior to the initial issuance of
Debentures of a particular series.

     With respect to any Debentures of each series to be authenticated and
delivered hereunder, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officer's Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Debentures of such
series:

    (a) the title of the Debentures of the series (which shall distinguish the
  Debentures of the series from all other Debentures);

    (b) any limit upon the aggregate principal amount of the Debentures of that
  series which may be authenticated and delivered under this Indenture (except
  for Debentures authenticated and delivered upon registration of transfer of,
  or in exchange for, or in lieu of, other Debentures of that series);

                                      -9-
<PAGE>

    (c) the Stated Maturity Date or Dates, which may be serial, and the
  Company's option, if any, to change the Stated Maturity Date or Dates;

    (d) the rate or rates (which may be fixed or variable) at which the
  Debentures of the series shall bear interest or the manner of calculation of
  such rate or rates, if any;

    (e) the basis upon which interest shall be computed if other than a 360-day
  year composed of twelve 30-day months;

    (f) the date or dates from which such interest shall accrue, the Interest
  Payment Dates on which such interest will be payable or the manner of
  determination and frequency of such Interest Payment Dates and the Regular
  Record Dates therefor;

    (g) the right, if any, to extend the interest payment periods and the
  duration of any such Deferral Period, including the maximum consecutive period
  during which interest payment periods may be extended;

    (h) Issue Date or Dates;

    (i) authorized denominations[, if other than $1,000 or an integral multiple
  thereof];

    (j) the place or places for the payment of principal and premium, if any,
  and interest;

    (k) the date or dates on which or the period or periods within which, the
  price or prices at which, and the terms and conditions upon which, Debentures
  of the series may be redeemed, in whole or in part, at the option of the
  Company;

    (l) the obligation, if any, of the Company to redeem or purchase Debentures
  of the series pursuant to any sinking fund or analogous provisions (including
  payments made in cash in anticipation of future sinking fund obligations) or
  at the option of a Holder and the date or dates on which or the period or
  periods within which, the price or prices at which, and the terms and
  conditions upon which, Debentures of the series shall be redeemed or
  purchased, in whole or in part, pursuant to such obligation;

    (m) the form of the Debentures of the series, including the form of the
  Certificate of Authentication for such series;

    (n) the right or obligation of any Holder or the Company or the applicable
  Trust to convert or exchange any Debenture into other securities of the
  Company or such Trust and the terms and conditions of any such conversion or
  exchange and, if so provided, the terms and conditions upon which such
  conversion or exchange will be effected, including, the conversion or exchange
  price, the conversion or exchange date(s) or period(s), provisions as to
  whether conversion or exchange will be at the option of the Holder or the
  Company or such Trust, the events requiring adjustment of the conversion or
  exchange price and provisions affecting conversion or exchange in the event of
  redemption of the Debenture of any series and any deletions from or
  modifications or additions to this Indenture to permit or to facilitate the
  issuance of such convertible or exchangeable Debentures or the administration
  thereof;

                                     -10-
<PAGE>

    (o) whether the Debentures are issuable as a Global Debenture and, in such
  case, the identity of the Depository for such series;

    (p) any and all other terms with respect to such series (which terms shall
  not be inconsistent with the terms of this Indenture);

    (q) the name of the applicable Trust (which shall distinguish such statutory
  business trust from all other Trusts) to which the Debentures of such series
  are to be deposited as assets and the date of its Trust Agreement; and

    (r) any trustees, authenticating or paying agents, transfer agents or
  registrars or any other agents with respect to the Debentures of such series.

     The Debentures of any series and the Trustee's Certificate of
Authentication to be borne by such Debentures shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officer's Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
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 Debentures of that series may be listed, or to
conform to usage, all as may be determined by the Officers executing such
Debentures, as evidenced by their execution of such Debentures.

     All Debentures of any one series shall be substantially identical except as
may otherwise be provided by the Company in or pursuant to the Board Resolution
and set forth in the Officer's Certificate or in any indenture or indentures
supplemental hereto pertaining to such series of Debentures. The terms of the
Debentures of any series may provide that the Debentures shall be authenticated
and delivered by the Trustee on original issue from time to time upon written
order of persons designated in the Officer's Certificate or supplemental
indenture (telephonic instructions to be promptly confirmed in writing by such
person) and that such persons are authorized to determine, consistent with such
Officer's Certificate or any applicable supplemental indenture, such terms and
conditions of the Debentures of such series as are specified in such Officer's
Certificate or supplemental indenture. All Debentures of any one series need not
be issued at the same time and, unless otherwise so provided by the Company, a
series may be reopened for issuances of additional Debentures of such series or
to establish additional terms of such series of Debentures.

     If any of the terms of the Debentures of any series shall be established by
action taken by or pursuant to a Board Resolution, the Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth the terms of such series.

SECTION 2.2.  Payment of Principal and Interest.

     Unless otherwise specified pursuant to Section 2.1(e), interest on the
Debentures shall be computed on the basis of a 360-day year composed of twelve
30-day months.

                                     -11-
<PAGE>

     Unless otherwise provided with respect to a series of Debentures,

     (a)  all payments with respect to the Debentures shall be payable in such
  coin or currency of the United States of America as at the time of payment is
  legal tender for the payment of public and private debts;

     (b)  the principal and Redemption Price of any Debenture and interest
  payable on the Stated Maturity Date (if other than an Interest Payment Date)
  or Redemption Date shall be payable upon surrender of such Debenture at the
  Office or Agency of any Paying Agent therefor; and

     (c)  interest on any Debenture shall be paid on each Interest Payment Date
  therefor, such interest to be payable, at the option of the Company, either by
  wire transfer in immediately available funds to the bank account specified in
  writing by the Holder of such Debenture to the Paying Agent at least five
  Business Days prior to the applicable Interest Payment Date and entered on the
  Register by the Registrar, or by check mailed to the address of the Person
  entitled thereto as such address appears on the Register; provided however,
  that payments made in respect of Global Debentures shall be made in
  immediately available funds to the Depository.

     Except as specified pursuant to Section 2.1 or Section 4.1(b), interest on
any Debenture which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Debenture (or one or more Predecessor Debentures) is registered at the close of
business on the Regular Record Date for such interest. Any interest on any
Debenture which is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue
of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clauses (i) and (ii)
below:

           (i) The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Debentures (or their respective
     Predecessor Debentures) are registered at the close of business on a
     Special Record Date for the payment of such Defaulted Interest, which shall
     be fixed in the following manner. The Company shall, not less than 25
     Business Days prior to the date of the proposed payment, notify the Trustee
     and the Paying Agent in writing of the amount of Defaulted Interest
     proposed to be paid on each Debenture and the date of the proposed payment,
     and at the same time the Company shall deposit with the Paying Agent an
     amount of money equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements satisfactory
     to the Paying Agent in the Paying Agent's sole discretion for such deposit
     prior to the date of the proposed payment, such money when deposited to be
     held in trust for the benefit of the Persons entitled to such Defaulted
     Interest as provided in this clause. The Special Record Date for the
     payment of such Defaulted Interest shall be the close of business not more
     than 15 nor less than 10 days prior to the date of the proposed payment.
     The Trustee shall, in the name and at the expense of the Company, cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be given to the Holders thereof, not less than 10
     days prior to such

                                     -12-
<PAGE>

     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been given, such
     Defaulted Interest shall be paid to the Persons in whose names the
     Debentures (or their respective Predecessor Debentures) are registered at
     the close of business on such Special Record Date and shall no longer be
     payable pursuant to the following clause (ii).

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

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

     If any convertible Debenture of any series is converted after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Debenture with respect to which the Redemption Date or Stated Maturity
Date is prior to such Interest Payment Date), interest that is due on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (whether or not punctually
paid or duly provided for) shall be paid to the Person in whose name that
Debenture 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 Debenture that is converted, interest shall not be payable if
the Regular Record Date is after the date of conversion of such Debenture.

SECTION 2.3.  Execution, Authentication and Delivery.

     (a) The Debentures shall be executed on behalf of the Company by its Chief
Executive Officer, its Chief Financial Officer, its President or one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers. The signature of
any such Officer on the Debentures may be manual or facsimile.

     (b) Debentures 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 Debentures or did not
hold such offices at the date of such Debentures.

     (c) No Debenture shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Debenture a
Certificate of Authentication duly executed by the Trustee by manual signature
of an authorized officer, and such Certificate of Authentication upon any
Debenture shall be conclusive evidence, and the only evidence, that such
Debenture has been duly authenticated and made available for delivery hereunder.

                                     -13-
<PAGE>

     (d) The Trustee shall authenticate and deliver Debentures of a series, for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:

          (i)    Either (A) a Board Resolution and Officer's Certificate or (B)
     a supplemental indenture as required by Section 2.1;

          (ii)   a Company Order requesting the authentication and delivery of
     such Debentures and stating the identity of the applicable Trust and the
     aggregate liquidation amount of the Trust Securities to be issued by such
     Trust concurrently with such Debentures;

          (iii)  such Debentures, executed on behalf of the Company in
     accordance with clause (a) of this Section;

          (iv)   an Opinion of Counsel to the effect that:

                 (1) the form or forms and the terms of such Debentures have
          been duly authorized by the Company and have been established in
          conformity with the provisions of this Indenture;

                 (2) such Debentures, when authenticated and delivered by the
          Trustee and issued and delivered by the Company in the manner and
          subject to any conditions specified in such Opinion of Counsel, will
          have been duly issued under this Indenture and will constitute valid
          and legally binding obligations of the Company, entitled to the
          benefits provided by this Indenture, and enforceable in accordance
          with their terms, subject, as to enforcement to laws relating to or
          affecting generally the enforcement of creditors' rights, including
          bankruptcy and insolvency laws, and to general principles of equity
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law);

                 (3) any supplemental indenture referred to in clause (i) above
          has been duly authorized, executed and delivered by the Company and is
          a valid instrument legally binding upon the Company, enforceable in
          accordance with its terms, subject as to enforcement to laws relating
          to or affecting generally the enforcement of creditors' rights,
          including, bankruptcy and insolvency laws, and to general principles
          of equity (regardless of whether such enforceability is considered in
          a proceeding in equity or at law);

                 (4) all consents, approvals and orders of any commission,
          governmental authority or agency required in connection with the
          issuance and delivery of such Debentures have been obtained; and

          (v)    an Officer's Certificate delivered in accordance with Section
     12.4 and certifying that no Default or Event of Default has occurred and is
     continuing.

                                     -14-
<PAGE>

     The Trustee shall have the right to decline to authenticate and deliver any
Debentures under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

     (e) The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent. Each subsequent authenticating
agent shall be acceptable to the Company and, except as provided in or pursuant
to this Indenture, shall at all times be a corporation that would be permitted
by the TIA to act as trustee under an indenture qualified under the TIA, is
authorized under applicable law and by its charter to act as an authenticating
agent and at all times has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the TIA) of at least $50,000,000. If at any
time a subsequent authenticating agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect specified in this Section. An authenticating agent may
authenticate Debentures whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by an
authenticating agent. The Company shall pay any authenticating agent appointed
by the Trustee such reasonable compensation for its services as is from time to
time agreed in writing among the Company, the Trustee and such authenticating
agent. The provisions set forth in Sections 7.2, 7.3 and 7.7 shall be applicable
to any authenticating agent.

     (f) If all the Debentures of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officer's
Certificate at the time of issuance of each Debenture, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Debenture of such series. After any such first
delivery, any separate request by the Company that the Trustee authenticate
Debentures of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Debentures continue to
have been complied with.

SECTION 2.4.  Registrar and Paying and Conversion Agents.

     The Company shall maintain or cause to be maintained, in The City of New
York, an Office or Agency where the Debentures may be presented for registration
of transfer or for exchange ("Registrar"), a Paying Agent at whose Office the
Debentures may be presented or surrendered for payment, a conversion agent at
whose Office the Debentures may be presented and surrendered in the event of a
conversion or exchange ("Conversion Agent"), and an Office or Agency where
notices and demands to or upon the Company in respect of the Debentures and this
Indenture may be served (the "Notice Agent"). The Registrar shall keep a
register (the "Register") of the Debentures and of their transfer and exchange.
The Company may have one or more co-Registrars and one or more additional Paying
Agents and Conversion Agents. The term Registrar includes any additional
registrar, the term Paying Agent includes any additional paying agent and the
term Conversion Agent includes any additional conversion agent.

     Unless otherwise specified in or pursuant to this Indenture or the
Debentures, the Trustee shall be the initial Registrar, Paying Agent and Notice
Agent for each series of

                                     -15-
<PAGE>

Debentures. The Company shall have the right to remove and replace with or
without cause from time to time the Registrar, Paying Agent or Notice Agent for
any series of Debentures; provided that no such removal or replacement shall be
effective until a successor Registrar, Paying Agent or Notice Agent, as the case
may be, with respect to such series of Debentures shall have been appointed by
the Company and shall have accepted such appointment by the Company. In the
event that the Trustee shall not be or shall cease to be Registrar with respect
to a series of Debentures, it shall have the right to examine the Register for
such series at all reasonable times. There shall be only one Register for each
series of Debentures.

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Notice Agent, Conversion Agent or co-Registrar (if not
the Company or the Trustee). The agreement shall implement the provisions of
this Indenture that relate to such agent. The Company shall give prompt written
notice to the Trustee and to the Holders of any change of location of the Office
or Agency of such Registrar, Paying Agent, Notice Agent, Conversion Agent or co-
Registrar. If at any time the Company shall fail to maintain or cause to be
maintained 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 address of the Trustee set forth in Section
12.2 hereof. The Company shall notify the Trustee of the name and address of any
such agent. If the Company fails to maintain a Registrar, Paying Agent,
Conversion Agent or Notice Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. The
Company or any Affiliate of the Company may act as Paying Agent, Registrar,
Conversion Agent or co-Registrar or Notice Agent.

     The Company may also from time to time designate one or more other Offices
or Agencies where the Debentures may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
will give prompt written notice to the Trustee and to the Holders of any such
designation or rescission and of any change in location of any such other Office
or Agency.

SECTION 2.5.  Paying Agent to Hold Money in Trust.

     Except as otherwise provided herein, prior to 10:00 a.m. New York City time
on each due date of the principal of and premium, if any, and interest on any
Debenture, the Company shall deposit with the Paying Agent (or if the Company or
an Affiliate is the Paying Agent, shall segregate and hold in trust or cause
such Affiliate to segregate and hold in trust) a sum of money sufficient to pay
such principal, premium, if any, and interest so becoming due. The Company shall
require each Paying Agent (other than the Trustee or the Company) to agree in
writing that such Paying Agent shall (i) hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of and premium, if any, and interest on the Debentures and shall
notify the Trustee of any default by the Company in making any such payment; and
(ii) at any time during the continuance of any such default, upon the request of
the Trustee, pay to the Trustee all money so held in trust and account for any
money disbursed by it. The Company at any time may require the Paying Agent to
pay all money held by it to the Trustee and to account for any money disbursed
by it. Upon doing so, the Paying Agent (if other than the Company) shall have no
further liability for the money so paid over to

                                     -16-
<PAGE>

the Trustee. If the Company, a Subsidiary or an Affiliate of either of them acts
as Paying Agent, it shall segregate the money held by it as Paying Agent and
hold it as a separate trust fund for the benefit of the Holders.

SECTION 2.6.  Debentureholder Lists.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the most recent list available to it of the names and addresses of
Debentureholders and shall otherwise comply with TIA Section 312. If the Trustee
is not the Registrar, the Company shall cause to be furnished to the Trustee on
or before the Record Date for each Interest Payment Date and at such other times
as the Trustee may request in writing, within five Business Days of such
request, a list, in such form and as of such date as the Trustee may reasonably
require, of the names and addresses of Debentureholders.

SECTION 2.7.  Transfer and Exchange.

     When Debentures are presented to the Registrar or a co-Registrar with a
request to register the transfer thereof or to exchange them for an equal
principal amount of Debentures of the same series of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such transactions are met. To
permit registrations of transfer and exchanges, the Company shall execute and
the Trustee shall authenticate Debentures, all at the Registrar's request.

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

     The Company shall not require payment of a service charge for any
registration of transfer or exchange of Debentures, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the registration of the transfer
or exchange of Debentures from the Debentureholder requesting such transfer or
exchange (other than any exchange not involving any transfer).

     The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of (a) any Debenture for a period beginning at
the opening of business 15 days before the mailing of a notice of redemption of
Debentures of such series to be redeemed and ending at the close of business on
the day of such mailing or (b) any Debenture selected, called or being called
for redemption, except, in the case of any Debenture to be redeemed in part, the
portion thereof not to be redeemed.

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

                                     -17-
<PAGE>

     Prior to due presentment for the registration of a transfer of any
Debenture, the Company, the Trustee, the Registrar and any other agent may deem
and treat the Person in whose name any Debenture is registered as the owner of
such Debenture (whether or not such Debenture shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone other
than the Registrar) for the purpose of receiving payment of principal of and
premium, if any, and (subject to Section 2.2) interest on such Debentures and
for all other purposes, and none of the Company, the Trustee, the Registrar or
any other agent shall be affected by notice to the contrary.

     Each Debentureholder agrees to indemnify the Company, the Registrar and the
Trustee against any liability that may result from the transfer or exchange of
such Holder's Debenture in violation of any provision of this Indenture and/or
applicable United States federal or state securities law.

SECTION 2.8.  Replacement Debentures.

     If (a) any mutilated Debenture is surrendered to the Company or the
Trustee, or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debenture, and there is
delivered to the Company and the Trustee such Debenture or indemnity as may
reasonably be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Debenture has been
acquired by a bona fide purchaser, the Company shall execute in exchange for any
such mutilated Debenture, or in lieu of any such destroyed, lost or stolen
Debenture, a new Debenture of the same series and of like tenor and principal
amount, bearing a number not contemporaneously outstanding, and the Trustee
shall authenticate and make such new Debenture available for delivery.

     In case any such mutilated, destroyed, lost or stolen Debenture has become
or is about to become due and payable, or is about to be redeemed by the Company
pursuant to Article III, the Company in its discretion may, instead of issuing a
new Debenture, pay or purchase such Debenture, as the case may be.

     Upon the issuance of any new Debentures under this Section, the Company or
the Trustee 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 reasonable fees and expenses of the Trustee) in
connection therewith.

     Every new Debenture issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Debenture shall constitute an original
additional contractual obligation of the Company (whether or not the mutilated,
destroyed, lost or stolen Debenture shall be at any time enforceable) and shall
be entitled to all benefits of this Indenture equally and ratably with any and
all other Debentures 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 Debentures.

                                     -18-
<PAGE>

SECTION 2.9.   Outstanding Debentures; Determinations of Holders' Action.

     Debentures outstanding at any time are all the Debentures authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those mutilated, destroyed, lost or stolen Debentures referred to
in Section 2.8 (except as provided in the second succeeding paragraph), those
redeemed by the Company pursuant to Article III, and those described in this
Section as not outstanding. A Debenture does not cease to be outstanding because
the Company or a Subsidiary or Affiliate thereof holds the Debenture; provided,
however, that in determining whether the Holders of the requisite principal
amount of Debentures have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debentures owned
by the Company or a Subsidiary or Affiliate (other than any Trust so long as any
of the Capital Securities of such Trust are outstanding) shall be disregarded
and deemed not to be outstanding, except that in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Debentures which the Trustee knows to
be so owned shall be so disregarded.

     Subject to the foregoing, only Debentures outstanding at the time of such
determination pursuant to the immediately preceding paragraph shall be
considered in any such determination (including determinations pursuant to
Articles III, VI, and IX).

     If a Debenture is replaced pursuant to Section 2.8, it ceases to be
outstanding, unless the Trustee receives proof reasonably satisfactory to it
that such replaced Debenture is held by a bona fide purchaser, in which case any
new Debenture issued as a replacement therefor pursuant to Section 2.8 ceases to
be outstanding.

     If the principal amount of any Debenture is paid under Section 4.1, it
ceases to be outstanding and interest on such Debenture shall cease to accrue.

     If the Paying Agent (other than the Company) holds, in accordance with this
Indenture, at the Stated Maturity Date or on a Redemption Date, money sufficient
to pay all of the principal, premium, if any, and interest on the Debentures
payable on that date, then immediately on the Stated Maturity Date or such
Redemption Date, as the case may be, such Debentures shall cease to be
outstanding, and interest, if any, on such Debentures shall cease to accrue.

SECTION 2.10.  Temporary Debentures.

     The Company may execute temporary Debentures, and upon Company Order, the
Trustee shall authenticate and make such temporary Debentures available for
delivery. Temporary Debentures shall be printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, in the same
series and principal amount and of like tenor as the definitive Debentures in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Officers of the Company executing such
Debentures may determine, as conclusively evidenced by their execution of such
Debentures. Such temporary Debentures may be in global form.

                                     -19-
<PAGE>

     Except in the case of temporary Debentures in global form, which shall be
exchanged in accordance with the provisions thereof, after the preparation of
definitive Debentures, the temporary Debentures shall be exchangeable for
definitive Debentures of the same series upon surrender of the temporary
Debentures at the Office or Agency of the Company designated for such purpose
pursuant to Section 2.4, without charge to the Holders thereof. Upon surrender
for cancellation of any one or more temporary Debentures, the Company shall
execute a like principal amount of definitive Debentures of the same series of
authorized denominations, and the Trustee, upon receipt of a Company Order,
shall authenticate and make such Debentures available for delivery in exchange
therefor. Until so exchanged, the temporary Debentures shall in all respects be
entitled to the same benefits under this Indenture as definitive Debentures.

SECTION 2.11.  Book-Entry System.

     In order to utilize a book-entry-only system for all or any portion of the
Debentures of any series, all or a portion of the Debentures of any series may
be issued in the form of one or more fully registered Debentures of the same
series for the aggregate principal amount of such Debentures (a "Global
Debenture"), which Global Debenture shall be registered in the name of the
depository (the "Depository") selected by the Company or in the name of such
Depository's nominee. The Company initially appoints The Depository Trust
Company ("DTC") to act as Depository with respect to the Global Debentures. The
Trustee is authorized to enter into a letter of representation with DTC on a
form provided to the Trustee by the Company and to act in accordance with such
letter. Each Global Debenture shall be delivered by the Trustee to the
Depository or pursuant to the Depository's instruction and shall bear a legend
substantially to the following effect:

     "THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A
NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES."

     Notwithstanding any other provision of this Section or of Section 2.7, a
Global Debenture of any series of Debentures may be transferred in whole but not
in part and in the manner provided in Section 2.7, only by the Depository for
such series to a nominee of such Depository or by a nominee of the Depository
for such series to such Depository, or by such Depository or any such nominee to
a successor Depository for such series selected or approved by the Company or to
a nominee of such successor Depository.

     If (a) at any time the Depository for Global Debentures of any series of
Debentures notifies the Company that it is unwilling or unable to continue as
Depository for such Global Debentures or if at any time the Depository for such
Global Debentures shall no longer be a clearing agency registered or in good
standing under the Exchange

                                     -20-
<PAGE>

Act or other applicable statute or regulation, and a successor Depository for
such Global Debentures is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as the case may
be, or (b) the Company determines in its sole discretion that the Debentures of
any series shall no longer be represented by one or more Global Debentures and
delivers to the Trustee an Officer's Certificate evidencing such determination,
then the provisions of this Section shall no longer apply to the Debentures of
such series. In such event, the Company will execute and the Trustee, upon
receipt of an Officer's Certificate evidencing any such determination by the
Company, will authenticate and deliver Debentures of such series and of like
tenor in definitive registered form, in authorized denominations, and in
aggregate principal amount equal to the principal amount of the Global
Debentures of such series in exchange for such Global Debentures. Upon the
exchange of Global Debentures for such Debentures in definitive registered form
without coupons, in authorized denominations, the Global Debentures shall be
canceled by the Trustee. Such Debentures in definitive registered form issued in
exchange for Global Debentures pursuant to this Section shall be registered in
such names and in such authorized denominations as the Depository pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Debentures to the Persons
in whose names such Debentures are so registered.

     Except as provided above or as provided in any supplemental indenture,
owners of beneficial interests in a Global Debenture shall not be entitled to
receive physical delivery of Debentures in definitive form and will not be
considered the Holders thereof for any purpose under this Indenture.

     Members of or participants in the Depository shall have no rights under
this Indenture with respect to any Global Debenture held on their behalf by the
Depository, and such Depository or its nominee, as the case may be, may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the Holder of such Global Debentures for all purposes whatsoever.
Notwithstanding the foregoing, 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 the Depository
or impair, as between the Depository and its members or participants, the
operation of customary practices governing exercise of the rights of a Holder of
any Debenture, including but not limited to the granting of proxies or other
authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under this Indenture.  None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Debenture or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

SECTION 2.12.  Cancellation.

     All Debentures surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly canceled by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Debentures previously
authenticated and made available for delivery

                                     -21-
<PAGE>

hereunder which the Company may have acquired in any manner whatsoever, and all
Debentures so delivered shall be promptly canceled by the Trustee. The Company
may not reissue or issue new Debentures to replace Debentures it has paid or
delivered to the Trustee for cancellation. No Debentures shall be authenticated
in lieu of or in exchange for any Debentures canceled as provided in this
Section, except as expressly permitted by this Indenture. All canceled
Debentures held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedures, and the Trustee shall upon written request
deliver a certificate to the Company of such disposition.

SECTION 2.13.  CUSIP Numbers.

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

SECTION 2.14.  Record Date.

     The Record Date for purposes of determining the identity of
Debentureholders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture shall be determined as provided for
in TIA Section 316(c) unless otherwise determined by the Company.

                                  ARTICLE III

                                  Redemption

SECTION 3.1.   Redemption; Notice to Trustee.

     (a) The Company may redeem the Debentures of any series issued hereunder on
and after the dates and in accordance with the terms established for such series
pursuant to Section 2.1.

     (b) If any or all of the Debentures are to be redeemed pursuant to this
Section, the Company shall deliver to the Trustee no more than 60 and no less
than 45 days prior to the Redemption Date a Company Order specifying the series
and principal amount of Debentures to be redeemed and the Redemption Date,
Redemption Price and any of the other information to be provided pursuant to
Section 3.3 for such Debentures. Such Company Order shall be accompanied by a
Board Resolution authorizing such redemption. If the Debentures of a series are
held by a Trust, the Company shall also deliver a copy of such Company Order to
the property trustee for such Trust (the "Property Trustee").

                                     -22-
<PAGE>

SECTION 3.2.  Selection of Debentures to Be Redeemed.

     If less than all the outstanding Debentures of a series are to be redeemed
at any time, the Trustee shall select the Debentures of such series to be
redeemed by lot or by any other method the Trustee considers fair and
appropriate.  The Trustee shall make the selection at least 30 but not more than
60 days before the Redemption Date from outstanding Debentures of such series
not previously called for redemption. The Trustee shall notify the Company
promptly in writing of the Debentures or portions of Debentures to be redeemed
and, in the case of any Debentures selected for partial redemption, the
principal amount thereof to be redeemed. Provisions of this Indenture that apply
to Debentures called for redemption also apply to portions of Debentures called
for redemption.

SECTION 3.3.  Notice of Redemption.

     At least 30 days but not more than 60 days before the Redemption Date, the
Trustee, in the Company's name and at the Company's expense, shall mail or cause
to be mailed a notice of redemption by first-class mail, postage prepaid, to
each Holder of Debentures to be redeemed at such Holder's last address as it
appears in the Register.

     The notice of redemption shall identify the Debentures to be redeemed, the
provision of the Debentures or this Indenture pursuant to which the Debentures
called for redemption are being redeemed and shall state:

     (a) the Redemption Date;

     (b) the Redemption Price, or if not then ascertainable, the manner of
  calculation thereof;

     (c) the name and address of the Paying Agent;

     (d) that payment of the Redemption Price of Debentures called for
  redemption will be made only upon surrender of such Debentures to the Paying
  Agent;

     (e) if any Debenture is being redeemed in part, the portion of the
  principal amount of such Debenture to be redeemed and that, after the
  Redemption Date, upon surrender of such Debenture, a new Debenture or
  Debentures in principal amount equal to the unredeemed portion shall be issued
  upon cancellation of the original Debenture;

     (f) that, unless the Company defaults in paying the Redemption Price of the
  Debentures called for redemption, including accrued interest thereon to the
  Redemption Date, interest will cease to accrue on such Debentures on and after
  the Redemption Date;

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

     (h) in the case of Debentures of any series that are convertible or
  exchangeable into Capital Stock, the conversion or exchange price or rate, the
  date or dates on

                                     -23-
<PAGE>

  which or the period or periods during which the right to convert or exchange
  the principal of the Debentures of such series to be redeemed will commence or
  terminate and the place or places where such Debentures may be surrendered for
  conversion or exchange; and

     (i) the CUSIP numbers, if any.

     Any notice of redemption given in the manner provided herein shall be
conclusively presumed to have been given, whether or not such notice is actually
received. Failure to mail any notice or defect in the mailed notice or the
mailing thereof in respect of any Debenture shall not affect the validity of the
redemption of any other Debenture.

SECTION 3.4.  Effect of Notice of Redemption.

     After notice of redemption has been given, Debentures called for redemption
shall become due and payable on the Redemption Date at the Redemption Price and
from and after the Redemption Date (unless the Company shall default in the
payment of the Redemption Price and accrued interest), such Debentures shall
cease to bear interest. Upon the later of the Redemption Date and the date such
Debentures are surrendered to the Paying Agent, such Debentures shall be paid at
the Redemption Price, plus accrued interest to the Redemption Date, provided
that installments of interest on Debentures with an Interest Payment Date which
is on or prior to the Redemption Date shall be payable to the Holders of such
Debentures, registered as such at the close of business on the Regular Record
Dates therefor according to their terms and provisions.

SECTION 3.5.  Deposit of Redemption Price.

     Prior to 10:00 a.m. New York City time on the Redemption Date, the Company
shall deposit with the Paying Agent (or if the Company or an Affiliate is the
Paying Agent, shall segregate and hold in trust or cause such Affiliate to
segregate and hold in trust) money sufficient to pay the Redemption Price of,
and accrued interest on, all Debentures to be redeemed on that Redemption Date.
The Paying Agent shall return to the Company any money in excess of the amount
sufficient to pay the Redemption Price of, and accrued interest on, all
Debentures to be redeemed and any interest accrued on the amount deposited
pursuant to this Section.

SECTION 3.6.  Debentures Redeemed in Part.

     Upon surrender of a Debenture that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder a new Debenture of the same series and in a principal amount
equal to the unredeemed portion of such Debenture.

                                     -24-
<PAGE>

                                  ARTICLE IV

                                   Covenants

SECTION 4.1.  Payment of Principal, Premium and Interest.

     (a) The Company shall pay or cause to be paid the principal of and premium,
if any, and interest (including interest accruing during any Deferral Period
and/or on or after the filing of a petition in bankruptcy or reorganization
relating to the Company, whether or not a claim for post-filing interest is
allowed in such proceeding) on the Debentures on or prior to the dates and in
the manner provided in such Debentures or pursuant to this Indenture. An
installment of principal, premium, if any, or interest shall be considered paid
on the applicable due date if on such date the Trustee or the Paying Agent
holds, in accordance with this Indenture, money sufficient to pay all of such
installment then due. With respect to any Debenture, the Company shall pay
interest on overdue principal and interest on overdue installments of interest
(including interest accruing during any Deferral Period and/or on or after the
filing of a petition in bankruptcy or reorganization relating to the Company,
whether or not a claim for post-filing interest is allowed in such proceeding),
to the extent lawful, at the rate accruing on or otherwise prescribed therefor
in such Debenture, compounded with the same frequency as interest is payable on
such Debentures. Interest on overdue interest shall accrue from the date such
amounts become overdue.

     (b) Notwithstanding the provisions of Section 4.1(a) or any other provision
herein to the contrary, the Company shall have the right, as provided in an
Officer's Certificate or supplemental indenture issued pursuant to Section 2.1,
in its sole and absolute discretion at any time and from time to time while the
Debentures of any series are outstanding, so long as no Event of Default with
respect to such series of Debentures has occurred and is continuing, to defer
payments of interest by extending the interest payment period for such series of
Debentures for the maximum consecutive period, if any, specified for such series
of Debentures, provided that such Deferral Period (or any extension thereof) may
not extend beyond the Stated Maturity Date or Redemption Date of any Debenture
of such series, and must end on an Interest Payment Date or, if the Debentures
are redeemed, on an Interest Payment Date or the Redemption Date for such
Debentures, and provided further that at the end of each Deferral Period the
Company shall pay all interest then accrued and unpaid (together with interest
thereon to the extent permitted by applicable law at the rate accruing on such
Debentures). Prior to the termination of a Deferral Period, the Company may
shorten or may further extend the interest payment period for such series of
Debentures, provided that such Deferral Period together with all such previous
and further extensions may not exceed the maximum consecutive period specified
for such series of Debentures, end on a date other than an Interest Payment Date
or extend beyond the Stated Maturity Date or Redemption Date of any Debenture of
such series. The Company shall give the Trustee written notice of the Company's
election to begin a Deferral Period for any series of Debentures and any
shortening or extension thereof at least five Business Days prior to the earlier
of (i) the date the interest on such Debentures or distributions on the related
Capital Securities are payable or (ii) the date the trustees of a Trust are
required to give notice to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of Capital Securities of such Trust of the
record date or the date such distributions are payable, but

                                     -25-
<PAGE>

in any event not less than five Business Days prior to such record date. The
Company shall give or cause the Trustee to give notice (a form of which shall be
provided by the Company to the Trustee) of the Company's election to begin,
shorten or extend a Deferral Period to the Holders by first class mail, postage
prepaid.

SECTION 4.2.  Limitation on Dividends.

     If at such time (a) there shall have occurred an event of which an Officer
of the Company has actual knowledge that is, or after notice or passage of time,
or both, would be, an Event of Default, (b) the Company shall be in default with
respect to its payment or other obligations under the related Guarantee or (c)
the Company shall have given notice of its election to begin a Deferral Period
as provided in this Indenture and shall not have rescinded such notice, and such
Deferral Period shall be continuing, the Company covenants that the Company
shall not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's Capital Stock, (ii) make any payment of principal, interest or
premium, if any, on or repay or repurchase or redeem or make any other payment
in respect of any debt securities of the Company that rank pari passu with or
junior in interest to the Debentures or (iii) make any guarantee payments with
respect to any guarantee by the Company of the debt securities of any subsidiary
of the Company if such guarantee ranks pari passu with or junior in interest to
the Debentures. Restrictions referred to in clauses (i) through (iii) of this
Section 4.2 shall not apply to: (A) dividends or distributions in shares of, or
warrants or rights to subscribe for or purchase shares of, the Company's Capital
Stock, (B) any declaration of a dividend in connection with the implementation
of a stockholders' rights plan, or the issuance of stock, other securities, cash
or other assets, under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (C) payments under any
Guarantee, (D) as a result of a reclassification of the Company's Capital Stock
or the exchange or conversion of one class or series of the Company's Capital
Stock for another class or series of the Company's Capital Stock, (E) the
purchase of fractional interests in shares of the Company's Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged, or (F) purchases or acquisitions of
shares of the Common Stock in connection with the satisfaction by the Company of
its obligations under any employee benefit plan or any other contractual
obligation of the Company (other than a contractual obligation ranking expressly
by its terms pari passu with or junior in interest to the Debentures).

SECTION 4.3.  Periodic Reports to Trustee.

     The Company shall provide to the Trustee such documents, reports and
information as required by Section 314 of the TIA (if any) and the compliance
certificate required by Section 314 of the TIA in the form, in the manner and at
the times required by Section 314 of the TIA. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates).

                                     -26-
<PAGE>

SECTION 4.4.  Compliance Certificates.

     (a) The Company shall deliver to the Trustee, within 120 days after the end
of each of the Company's fiscal years, an Officer's Certificate stating whether
or not the signer knows of any Default or Event of Default. Such certificate
shall contain a certification from the Officer signing the certificate as to his
or her knowledge of the Company's compliance with all conditions and covenants
under this Indenture. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture. If such Officer does know of such a Default or
Event of Default, the Officer's Certificate shall describe any such Default or
Event of Default, and its status. Such Officer's Certificate need not comply
with Sections 12.4 and 12.5.

     (b) The Company shall deliver to the Trustee any information reasonably
requested by the Trustee in connection with the compliance by the Trustee or the
Company with the TIA.

SECTION 4.5.  Further Instruments and Acts.

     Upon request of the Trustee, the Company shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.

SECTION 4.6.  Payment of Expenses of Each Trust.

     The Company covenants for the benefit of the Holders of each series of
Debentures to pay all of the obligations, costs and expenses of a Trust (other
than payments in respect of Trust Securities) in accordance with the provisions
of its Trust Agreement and to pay the taxes (other than all United States
withholding taxes attributable to such Trust or its assets) of such Trust in
accordance with the provisions of its Trust Agreement in order to permit such
Trust to make distributions on and redemptions of its Capital Securities in
accordance with such Trust Agreement. The Company agrees to execute those
additional agreements as may be necessary or desirable to give full effect to
the agreements set forth in this Section 4.6.

SECTION 4.7.  Ownership of Common Securities.

     So long as the Trust Securities of each Trust remain outstanding, the
Company hereby covenants (a) to maintain 100% direct or indirect ownership of
the common securities issued by such Trust (it being understood that any
permitted successor of the Company under this Indenture may succeed to the
Company's ownership of such common securities), (b) to use its commercially
reasonable efforts to cause each Trust (i) to remain a business trust, except in
connection with the distribution of Debentures to the holders of related Trust
Securities in liquidation of such Trust, the conversion, exchange or redemption
of all of such Trust Securities, or certain mergers, consolidations or
amalgamations, each as permitted by the applicable Trust Agreement, and (ii) to
otherwise continue to be classified as a grantor trust for United States federal
income tax purposes, (c) to use its commercially reasonable efforts to cause
each holder of each

                                     -27-
<PAGE>

Trust's Trust Securities to be treated as owning an undivided beneficial
interest in the Debentures and (d) to use its commercially reasonable efforts
not to cause, as sponsor of each Trust, or to permit, as holder of the common
securities, the dissolution, liquidation or winding-up of any Trust, except as
provided in the applicable Trust Agreement.

SECTION 4.8.  Statement by Officers as to Default.

     The Company shall deliver to the Trustee, as soon as possible and in any
event within 30 days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officer's Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

                                   ARTICLE V

                             Successor Corporation

SECTION 5.1.  When the Company May Merge, Etc.

     The Company may not (a) merge with or into or consolidate with, or (b)
sell, assign, transfer, lease or convey all or substantially all of its
properties and assets to, any Person, other than with respect to this clause
(b), a direct or indirect wholly-owned subsidiary of the Company, and no Person
shall (x) merge with or into or consolidate with the Company, or (y) except in
the case of any direct or indirect wholly-owned subsidiary of the Company, sell,
assign, transfer, lease or convey all or substantially all of its properties and
assets to the Company, unless:

     (a) the Company is the surviving corporation or the Person formed by or
  surviving such merger or consolidation or to which such sale, assignment,
  transfer, lease or conveyance shall have been made (the "Successor") if other
  than the Company (i) is organized and existing under the laws of the United
  States of America or any state thereof or the District of Columbia, and (ii)
  shall expressly assume by a supplemental indenture, executed and delivered to
  the Trustee, in form satisfactory to the Trustee, all the obligations of the
  Company under the Debentures, this Indenture, the Guarantees and the Trust
  Agreement;

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

     (c) the Company delivers to the Trustee an Officer's Certificate and an
  Opinion of Counsel, each stating that such merger, consolidation, sale,
  assignment, transfer, lease or conveyance and such supplemental indenture
  comply with this Indenture.

     The Successor will be the successor to the Company, and will be substituted
for, and may exercise every right and power of the Company hereunder and become
the obligor on the Debentures with the same effect as if the Successor had been
named as the Company herein but, in the case of a sale, assignment, transfer,
lease or conveyance of all or substantially all of the properties and assets of
the Company, the predecessor Company

                                     -28-
<PAGE>

will not be released from its obligation to pay the principal of and premium, if
any, and interest on the Debentures.

     Notwithstanding anything herein to the contrary, a direct or indirect
wholly-owned subsidiary of the Company to whom the Company has sold, assigned,
transferred, leased or conveyed all or substantially all of its properties and
assets shall be required to expressly assume by a supplemental indenture,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Company under Section 7.7.

                                   ARTICLE VI

                             Defaults and Remedies

SECTION 6.1.  Events of Default.

     "Event of Default," wherever used herein with respect to Debentures of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officer's Certificate establishing
the terms of such series pursuant to this Indenture:

     (a) default in the payment, when due, of interest on any Debenture of that
  series and the default continues for a period of 30 days; provided, that
  during any Deferral Period for the Debentures of that series, failure to pay
  interest on the Debentures of that series shall not constitute a Default or
  Event of Default hereunder, or

     (b) default in the payment of the principal of or premium, if any, on any
  Debenture of such series when it becomes due, whether at maturity, upon any
  redemption, by declaration of acceleration of maturity or otherwise; or

     (c) default in the performance or breach of any covenant or agreement of
  the Company in this Indenture (other than a covenant or agreement a default in
  the performance or the breach of which is elsewhere in this Section
  specifically dealt with or which has been expressly included in this Indenture
  solely for the benefit of a series of Debentures), and continuance of such
  breach or default for a period of 90 days after receipt by the Company of a
  "Notice of Default"; or

     (d)  a court of competent jurisdiction enters:

           (i)  a decree or order for relief in respect of the Company in an
     involuntary proceeding under any applicable Bankruptcy Law and such decree
     or order shall remain unstayed and in effect for a period of 60 consecutive
     days; or

           (ii) a decree or order adjudging the Company to be insolvent, or
     approving a petition seeking reorganization, arrangement, adjustment or
     composition of the Company and such decree or order shall remain unstayed
     and in effect for a period of 60 consecutive days; or

                                     -29-
<PAGE>

           (iii)  a final and non-appealable order appointing a Custodian of the
     Company or of any substantial part of the property of the Company, or
     ordering the winding up or liquidation of the affairs of the Company; or

     (e) the Company pursuant to or within the meaning of any Bankruptcy Law:
  (i) commences a voluntary case or proceeding; (ii) consents to the entry of an
  order for relief against it in an involuntary case or proceeding; (iii) files
  a petition or answer or consent seeking reorganization or relief or consents
  to such filing or to the appointment of or taking possession by a Custodian of
  it or for all or substantially all of its property, and such Custodian is not
  discharged within 60 days; (iv) makes a general assignment for the benefit of
  its creditors; or (v) admits in writing its inability to pay its debts
  generally as they become due; or

     (f) any other Event of Default provided in or pursuant to this Indenture
  with respect to Debentures of such series.

     The term "Bankruptcy Law" means Title 11 of the United States Code, or any
similar federal or state bankruptcy, insolvency, reorganization or other law for
the relief of debtors. "Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator, custodian or similar official under any Bankruptcy
Law.

     A Default under clause (c) above is not an Event of Default until (i) the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Debentures of that series at the time outstanding provide a "Notice of Default"
to the Company (and to the Trustee if the notice is given by Holders) (ii) the
Company does not cure such Default within the time specified in clause (c) above
after receipt of such notice. Any such notice must specify the Default, demand
that it be remedied and state that such notice is a "Notice of Default."

SECTION 6.2.  Acceleration.

     If any Event of Default with respect to the Debentures of any series other
than an Event of Default under clause (d) or (e) of Section 6.1 occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Debentures of that series then outstanding may declare the
principal of, and any accrued interest on, all the Debentures of that series due
and payable immediately by notice to the Company (and to the Trustee if given by
Holders); provided that in the case of a series of Debentures then held by a
Trust, if upon an Event of Default with respect to the Debentures of that series
the Trustee has, or the Holders of at least 25% in aggregate principal amount of
the Debentures of that series then outstanding have, failed to declare the
principal of, and any accrued interest on, the Debentures of that series to be
immediately due and payable, the holders of at least 25% in aggregate
liquidation amount of the outstanding Capital Securities of that Trust shall
have such right by a notice to the Company and the Trustee. Upon any such
declaration such series of Debentures shall become due and payable immediately.
If an Event of Default specified in clause (d) or (e) of Section 6.1 occurs, the
principal of, and any accrued interest on, all the Debentures shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Debentureholders.

                                     -30-
<PAGE>

     The foregoing paragraph, however, is subject to the condition that if, at
any time after the principal of the Debentures of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Debentures of that series and the
principal of and premium, if any, on all Debentures of that series which shall
have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate accruing on or otherwise prescribed therefor in the Debentures of that
series to the date of such payment or deposit) and the amount payable to the
Trustee under Section 7.7, and any and all Defaults under the Indenture, other
than the nonpayment of principal of and interest on Debentures of that series
which shall not have become due by their terms, shall have been remedied or
waived as provided in Section 6.4, then and in every such case the Holders of at
least a majority in aggregate principal amount of the Debentures of that series
then outstanding, by written notice to the Company and to the Trustee, may on
behalf of all of the Holders of such series of Debentures rescind and annul such
declaration and its consequences with respect to that series of Debentures; but
no such rescission and annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon.

SECTION 6.3.  Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may, in its
own name or as trustee of an express trust, institute, pursue and prosecute any
proceeding, including but not limited to, any action at law or suit in equity or
other judicial or administrative proceeding to collect the payment of principal
of or premium, if any, or interest on the Debentures of the series that is in
default, to enforce the performance of any provision of the Debentures of that
series or this Indenture or to obtain any other available remedy.

     The Trustee may maintain a proceeding even if it does not possess any of
the Debentures or does not produce any of the Debentures in the proceeding. A
delay or omission by the Trustee or any Debentureholder in exercising any right
or remedy accruing upon an Event of Default shall not impair such right or
remedy or constitute a waiver of, or acquiescence in, such Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative.

SECTION 6.4.  Waiver of Past Defaults.

     If a Default or Event of Default with respect to a series of Debentures has
occurred and is continuing, the Holders of at least a majority in aggregate
principal amount of the Debentures of that series at the time outstanding, by
notice to the Trustee and the Company, may waive an existing Default or Event of
Default and its consequences hereunder except (i) a continuing Default or Event
of Default in the payment of the principal of or premium, if any, or interest on
any Debenture of that series (unless such Event of Default has been cured and a
sum sufficient to pay all matured installments of interest and premium, if any,
and principal due otherwise than by acceleration has been deposited with the
Trustee) or (ii) a Default or Event of Default in

                                     -31-
<PAGE>

respect of a covenant or provision which under this Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture of
that series. When a Default or Event of Default is waived, it is deemed cured
and shall cease to exist, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any consequent right.

SECTION 6.5.  Control by Holders.

     The Holders of at least a majority in aggregate principal amount of the
Debentures of a series at the time outstanding may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
of exercising any trust or power conferred on the Trustee, in respect of such
series of Debentures. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or that the Trustee determines in good
faith is unduly prejudicial to the rights of other Debentureholders or that may
involve the Trustee in personal liability for which indemnification pursuant to
Section 7.7(c) would not be sufficient. The Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction,
including withholding notice to the Holders of the Debentures of a continuing
Default (except in the payment of the principal of (other than any mandatory
sinking fund payment) or premium, if any, or interest on any Debentures) if the
Trustee considers it in the interest of the Holders of the Debentures to do so.

SECTION 6.6.  Limitation on Suits.

     Except as provided in Section 6.7 or 6.8, no Holder of Debentures of any
series may pursue any remedy with respect to this Indenture or the Debentures
unless:

     (a) the Holders of Debentures of such series give to the Trustee written
  notice stating that an Event of Default with respect to the corresponding
  Debentures of such series has occurred and is continuing;

     (b) the Holders of at least 25% in aggregate principal amount of the
  outstanding Debentures of that series make a written request to the Trustee to
  pursue a remedy;

     (c) the Holders of Debentures of such series provide to the Trustee
  security and indemnity reasonably satisfactory to the Trustee against any
  loss, liability or expense satisfactory to the Trustee;

     (d) the Trustee does not comply with the request within 60 days after
  receipt of the notice, the request and the offer of security and indemnity;
  and

     (e) during such 60 day period, the Holders of at least a majority in
  aggregate principal amount of the Debentures of that series do not give the
  Trustee a direction inconsistent with the request.

     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 or any
Debenture to affect, disturb or prejudice the rights of any other such Holders,
or to obtain or seek to obtain priority or preference over any other of such
Holders or to enforce any right under this

                                     -32-
<PAGE>

Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

SECTION 6.7.  Unconditional Right of Holders to Receive Principal, Premium and
              Interest.

     Notwithstanding any other provision of this Indenture, the Holder of any
Debenture shall have the right which is absolute and unconditional to receive
payment of the principal of, premium, if any, and (subject to Section 2.2)
interest on such Debenture on the respective due dates expressed in such
Debenture (or, in the case of redemption, on the Redemption Date) and to convert
or exchange such Debentures in accordance with its terms, if applicable, and to
institute suit for the enforcement of such payment or conversion or exchange,
and such right shall not be impaired without the consent of such Holder.

SECTION 6.8.  Direct Action Right of Holders of Capital Securities.

     If an Event of Default has occurred and is continuing and is attributable
either to (a) the failure of the Company to pay the principal of or premium, if
any, or interest on the Debentures on the due date therefor or (b) the failure
by the Company to deliver the required securities or other rights upon an
appropriate conversion or exchange right election, and an event of default has
occurred and is continuing under the applicable Trust Agreement, a holder of the
related Capital Securities, in lieu of any action that may otherwise be taken
hereunder as a Holder of Debentures, may institute a legal proceeding directly
against the Company for enforcement of payment to such holder of the principal
of or premium, if any, or interest on such Debentures having a principal amount
equal to the liquidation amount of the Capital Securities held by such holder or
for enforcement of such conversion or exchange rights, as the case may be (a
"Direct Action"). Notwithstanding anything contained herein to the contrary, the
Company may not amend this Indenture to remove the foregoing right to bring a
Direct Action without the prior written consent of the holders of all of the
Capital Securities outstanding. Notwithstanding any payments made to a holder of
Capital Securities by the Company in connection with a Direct Action, the
Company shall remain obligated to pay the principal of and premium, if any, or
interest on the related Debentures, and the Company shall be subrogated to the
rights of the holder of such Capital Securities with respect to payments on the
Capital Securities to the extent of any payments made by the Company to such
holder in any Direct Action.

SECTION 6.9.  Collection Suits by the Trustee.

     The Company covenants that if

     (a) default is made in the payment of any interest on any Debenture when
  such interest becomes due and payable and such default continues for a period
  of 30 days, or

     (b) default is made in the payment of the principal of or premium, if any,
  on any Debenture on the Stated Maturity Date or Redemption Date thereof,

                                     -33-
<PAGE>

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

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Debenture 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 Debenture, wherever
situated.

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

SECTION 6.10.  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 its properties or assets, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise:

     (a) to file and prove a claim for the whole amount of the principal of and
  premium, if any, and interest on the Debentures 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 of Debentures allowed in such judicial proceeding; and

     (b) to collect and receive any moneys or other property payable or
  deliverable on any such claims and to distribute the same; and any Custodian
  in any such judicial proceeding is hereby authorized by each Holder to make
  such payments to the Trustee and, in the event that the Trustee shall consent
  to the making of such payments directly to the Holders, to pay the Trustee any
  amount due it for the reasonable compensation, expenses, disbursements and
  advances of the Trustee, its agents and counsel, and any other amounts due the
  Trustee under Section 7.7.

     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
Debenture any plan of
<PAGE>

reorganization, arrangement, adjustment or composition affecting the Debentures
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 6.11.  Priorities.

     If the Trustee collects any money pursuant to this Article VI, it shall pay
out the money in the following order:

     FIRST:  to the Trustee for amounts due under Section 7.7;

     SECOND: to Holders of Debentures in respect of which or for the benefit of
             which such money has been collected for amounts due and unpaid on
             such Debentures for the principal thereof or premium, if any, or
             interest, if any, thereon ratably, without preference or priority
             of any kind, according to such amounts due and payable on such
             Debentures; and

     THIRD:  the balance, if any, to the Company.

     Except as otherwise set forth in the Debentures, the Trustee may fix a
Record Date and payment date for any payment to Debentureholders pursuant to
this Section.

SECTION 6.12.  Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
(other than the Trustee) in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder of Debentures or holder of Capital Securities pursuant to Section
6.7 or 6.8 or a suit by Holders of Debentures of more than 10% in aggregate
principal amount of the outstanding Debentures of any series or, if a series of
Debentures is held by a Trust, the holders of more than 10% in aggregate
liquidation amount of the Capital Securities of that Trust.

                                  ARTICLE VII

                                  The Trustee

SECTION 7.1.  Duties and Responsibilities of the Trustee.

     (a)  If an Event of Default occurs and is continuing with respect to the
Debentures of any series, the Trustee shall exercise the rights and powers
vested in it by this Indenture with respect to that series and use the same
degree of care and skill in its

                                     -35-
<PAGE>

exercise as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

     (b) Except during the continuance of an Event of Default with respect to
the Debentures of any series, (i) the Trustee need perform only those duties
with respect to that series that are specifically set forth in this Indenture or
the TIA and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and (ii) in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, in the case of any certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but shall not be required to
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein).

     (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

         (i)   this clause (c) does not limit the effect of Section 7.1(b);

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

         (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.5 of the Holders of a majority in
     principal amount of any series of Debentures.

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

     (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to Section 7.1 (a), (b), (c) and (e) and Section 7.2.

     (e) The Trustee may refuse to perform any duty or exercise any right or
power unless it receives security and indemnity reasonably satisfactory to it
against any loss, liability or expense (including reasonable counsel fees).

     (f) 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 not be
liable for interest on any money held by it hereunder except as otherwise agreed
in writing with the Company.

                                     -36-
<PAGE>

SECTION 7.2.  Rights of the Trustee.

     Subject to Section 7.1:

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

     (b) any request or direction of the Company mentioned herein shall be
  sufficiently evidenced by a Company Order (in each case, other than delivery
  of any Debenture to the Trustee for authentication and delivery pursuant to
  Section 2.3, which shall be sufficiently evidenced as provided therein) and
  any resolution of the Board of Directors may be sufficiently evidenced by a
  Board Resolution;

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

     (d) the Trustee may consult with counsel of its selection 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;

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

     (f) the Trustee shall not be bound to make any investigation into the facts
  or matters stated in any resolution, certificate, statement, instrument,
  opinion, report, notice, request, direction, consent, order, bond, debenture,
  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, during business hours and
  upon reasonable notice, the books, records and premises of the Company,
  personally or by agent or attorney at the reasonable cost of the Company;

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

                                     -37-
<PAGE>

     (h) the Trustee shall not be deemed to have notice of and shall not be
  charged with knowledge of any Default or Event of Default unless a Responsible
  Officer of the Trustee has actual knowledge thereof or unless written notice
  of any event which is in fact such a Default or Event of Default is received
  by the Trustee at the Corporate Trust Office of the Trustee, and such notice
  references the Debentures and this Indenture; and

     (i) the rights, privileges, protections, immunities and benefits given to
  the Trustee, including, but not limited to, its right to be indemnified, are
  extended to, and shall be enforceable by, the Trustee in each of its
  capacities hereunder, and to each agent, custodian and other Person employed
  to act hereunder.

SECTION 7.3.  Not Responsible for Recitals or Issuances of Debentures.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Debentures. The Trustee shall not be accountable for the
Company's use of the proceeds from the Debentures, and the Trustee shall not be
responsible for any statement in this Indenture or the Debentures or any report
or certificate issued by the Company hereunder or any registration statement
relating to the Debentures (other than the Trustee's Certificate of
Authentication and the Trustee's Statement of Eligibility on Form T-1), or the
determination as to which beneficial owners are entitled to receive any notices
hereunder.

SECTION 7.4.  May Hold Securities.

     The Trustee, any Paying Agent, any Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Debentures and, subject to TIA Sections 608 and 613, may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Registrar or such other agent.

SECTION 7.5.  Notice of Defaults.

     If a Default or Event of Default occurs and is continuing with respect to
the Debentures of any series and if it is known to the Trustee, the Trustee
shall mail to each Holder of a Debenture of that series notice of the Default
within 90 days after it becomes known to the Trustee unless such Default shall
have been cured or waived. Except in the case of a Default described in Section
6.1(a) or (b), the Trustee may withhold such notice if and so long, as a
committee of Responsible Officers in good faith determines that the withholding
of such notice is in the interests of the Holders of the Debentures of that
series. The second sentence of this Section shall be in lieu of the proviso to
TIA Section 315(b).  Said proviso is hereby expressly excluded from this
Indenture, as permitted by the TIA.

SECTION 7.6.  Reports by Trustee to Holders.

     Within 60 days after each May 15, beginning with the May 15 next following
the date of this Indenture, and for so long as Debentures remain outstanding,
the Trustee shall

                                     -38-
<PAGE>

mail to each Debentureholder, a brief report dated as of such May 15 in
accordance with and to the extent required under TIA Section 313(a).

     A copy of each report at the time of its mailing to Debentureholders shall
be filed with the Company, the SEC and any securities exchange on which the
Debentures are listed in accordance with TIA Section 313(d). The Company agrees
to promptly notify the Trustee whenever the Debentures become listed on any
securities exchange and of any delisting thereof.

SECTION 7.7.  Compensation and Indemnity.

     The Company covenants and agrees:

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

     (b) to reimburse the Trustee upon its request for reasonable expenses,
  disbursements and advances incurred or made by the Trustee in accordance with
  any provision of this Indenture (including the reasonable compensation and the
  expenses, and advances of its agents and counsel), including all reasonable
  expenses and advances incurred or made by the Trustee in connection with any
  Default or Event of Default or any membership on any creditors' committee,
  except any such expense or advance as may be attributable to its negligence,
  willful misconduct or bad faith; and

     (c) to the fullest extent permitted by law, to indemnify each of the
  Trustee, or any predecessor Trustee, its officers, employees, directors,
  shareholders and agents, for, and to hold them harmless against, any and all
  loss, damage, claim, liability or expense, including taxes (other than taxes
  based upon, measured by or determined by the income of the Trustee or any
  predecessor Trustee), incurred without negligence, willful misconduct or bad
  faith on its part, arising out of or in connection with the acceptance or
  administration of its duties under this Indenture, including the reasonable
  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.

     The Trustee shall notify the Company promptly of any claim for which it may
seek indemnity. Failure by the Trustee to promptly so notify the Company shall
not relieve the Company of its obligations hereunder except to the extent the
Company shall have been materially prejudiced as a result of such failure. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

     Before, after or during an Event of Default with respect to the Debentures
of a series, the Trustee shall have a claim and lien prior to the Debentures of
that series on all property and funds held by it hereunder for any amount owing
it or any predecessor Trustee pursuant to this Section, except with respect to
funds held by the Trustee or any


                                     -39-
<PAGE>

Paying Agent in trust for the payment of principal of or premium, if any, or
interest on particular Debentures pursuant to Section 2.5 or Section 8.1.

     The Company's payment and indemnity obligations pursuant to this Section
shall survive the discharge of this Indenture and the resignation or removal of
the Trustee. Without limiting any rights available to the Trustee under
applicable law, when the Trustee renders services or incurs expenses after the
occurrence of a Default specified in Section 6.1(d) or (e), the compensation for
services and expenses are intended to constitute expenses of administration
under any Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

SECTION 7.8.  Eligibility; Disqualification.

     (a) The Trustee shall at all times satisfy the requirements of the TIA
Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee (or any Affiliate
thereof which has unconditionally guaranteed the obligations of the Trustee
hereunder) shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recently published annual report of condition. 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.

     (b) The Trustee shall comply with TIA Section 310(b). In determining
whether the Trustee has conflicting interests as defined in TIA Section
310(b)(1), the provisions contained in the proviso to TIA Section 310(b)(1) and
the Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated
herein.

SECTION 7.9.  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 7.10.

     (b) The Trustee may resign at any time with respect to the Debentures of
one or more series by giving written notice thereof to the Company. Upon
receiving such notice of resignation the Company shall promptly appoint a
successor trustee in accordance with Section 7.10. If the instrument of
acceptance by a successor Trustee required by Section 7.10 shall not have been
delivered to the Trustee within 60 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Debentures of such series.

     (c) If the Trustee has or shall acquire any conflicting interest, as
defined in Section 310(b) of the TIA, with respect to the Debentures of any
series, it shall, within 90 days after ascertaining it has such conflicting
interest, either eliminate the conflicting interest or resign with respect to
the Debentures of that series in the manner set forth in this Section.

                                     -40-
<PAGE>

     (d)   The Trustee may be removed at any time with respect to the Debentures
of any series by Act of the Holders of at least a majority in principal amount
of the outstanding Debentures of such series, delivered to the Trustee and 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 removal, the Trustee being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

     (e)  If at any time:

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

           (ii)   the Trustee shall cease to be eligible under Section 7.8(a)
     and shall fail to resign after written request therefor by the Company or
     by any such Holder, or

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

then, in any such case, (1) the Company by a Board Resolution may remove the
Trustee with respect to all Debentures, or (2) subject to Section 6.12, any
Holder of a Debenture who has been a bona fide Holder of a Debenture 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 Debentures of such series and the appointment of a successor
Trustee or Trustees.

     (f)   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 Debentures 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 Debentures of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debentures of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Debentures of any particular series) and shall comply with
the applicable requirements of Section 7.10. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debentures of any series shall be
appointed by Act of the Holders of at least a majority in principal amount of
the outstanding Debentures of such series, notice of such appointment shall be
delivered to the Company and the retiring Trustee. The successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 7.10, become the successor Trustee
with respect to the Debentures of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Debentures of any series shall have been so appointed by the Company or
the Holders of Debentures and accepted appointment in the manner required

                                     -41-
<PAGE>

by Section 7.10, any Holder of a Debenture who has been a bona fide Holder of a
Debenture of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Debentures of such
series.

     (g) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Debentures of any series and each appointment of
a successor Trustee with respect to the Debentures of any series in the manner
provided in Section 12.2. Each notice shall include the name of the successor
Trustee with respect to the Debentures of such series and the address of its
Corporate Trust Office.

SECTION 7.10.  Acceptance of Appointment by Successor.

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

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Debentures of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Debentures of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) 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 Trustee with respect to the Debentures of that or those
series to which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Debentures, 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 Debentures of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) 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 as 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 Debentures 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


                                     -42-
<PAGE>

shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Debentures
of that or those series to which the appointment of such successor Trustee
relates.

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

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

SECTION 7.11.  Successor Trustee by Merger.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Trustee.

                                 ARTICLE VIII

           Satisfaction and Discharge of Indenture; Unclaimed Moneys

SECTION 8.1.  Satisfaction and Discharge of Indenture.

     Upon the direction of the Company by a Company Order, this Indenture shall
cease to be of further effect with respect to any series of Debentures as
specified in such Company Order, and the Trustee, on receipt of a Company Order,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

     (a)  either

          (i)   all Debentures of such series theretofore authenticated and
     delivered (other than (1) Debentures of such series which have been
     destroyed, lost or stolen and which have been replaced or paid as provided
     in Section 2.8, and (2) Debentures 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 8.4) have been delivered to the Trustee for
     cancellation; or

          (ii)  all Debentures of such series not theretofore delivered to the
     Trustee for cancellation

                (1)  have become due and payable, or

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

                                     -43-
<PAGE>

               (3)  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 (1), (2) or (3) above, has deposited or caused
  to be deposited with the Trustee as trust funds in trust for such purpose, (a)
  cash (which may be held in an interest bearing account insured by the Federal
  Deposit Insurance Corporation) in an amount, or (b) U.S. Government
  Obligations, maturing as to principal and interest at such times and in such
  amounts as will ensure the availability of cash, or (c) a combination thereof,
  in an amount sufficient to pay and discharge the entire indebtedness on such
  Debentures not theretofore delivered to the Trustee for cancellation,
  including the principal of, and premium, if any, and interest on such
  Debentures, to the date of such deposit (in the case of Debentures which have
  become due and payable) or to the Stated Maturity Date or Redemption Date
  thereof, as the case may be; and

    (b)   the Company has paid or caused to be paid all other sums payable
  hereunder by the Company with respect to the outstanding Debentures of such
  series.

    In the event there are Debentures 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 to do so with
respect to Debentures of such series as to which it is Trustee and if the other
conditions thereto are met.

    Notwithstanding the satisfaction and discharge of this Indenture, with
respect to any series of Debentures, the obligations of the Company to the
Trustee under Section 7.7 and, if money shall have been deposited with the
Trustee pursuant to clause (a)(ii) of this Section, the following obligations of
the Company and the Trustee with respect to the Debentures of such series, shall
survive: (i) the rights of registration of transfer and exchange of Debentures
of such series, (ii) the replacement of apparently mutilated, defaced,
destroyed, lost or stolen Debentures of such series, (iii) the rights of the
Holders of the Debentures of such series to receive payments of the principal
of, premium, if any, and interest on the Debentures of such series, (iv) the
rights of the Holders of the Debentures of such series as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or any
of them, (v) the obligation of the Company to maintain an Office or Agency for
payments on and registration of transfer of the Debentures of such series, (vi)
the rights, obligations and immunities of the Trustee hereunder, and (vii) any
rights to convert or exchange the Debentures of such series into other
securities or rights in accordance with their terms.

SECTION 8.2. Application by Trustee of Funds Deposited for Payment of
             Debentures.


    Subject to Section 8.4, all moneys and the proceeds of U.S. Government
Obligations deposited with the Trustee pursuant to Section 8.1 shall be held in
trust and applied by it to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent), to the Holders of
the Debentures of the series for the payment or redemption of which such moneys
or obligations have been deposited


                                     -44-
<PAGE>

with the Trustee, of all sums due and to become due thereon for principal and
interest, but such money need not be segregated from other funds except to the
extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.1 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 Debentures outstanding hereunder.

SECTION 8.3.  Repayment of Moneys Held by Paying Agent.

     In connection with the satisfaction and discharge of this Indenture, all
moneys then held by any Paying Agent under this Indenture shall, upon demand of
the Company, be repaid to it or paid to the Trustee, and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.

SECTION 8.4.  Return of Moneys Held by the Trustee and Paying Agent Unclaimed
              for Two Years.

     Any moneys deposited with or paid to the Trustee or any Paying Agent for
the payment of the principal of and premium, if any, or interest on the
Debentures of any series and not applied but remaining unclaimed for two years
after the date when such principal, premium, if any, or interest shall have
become due and payable shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by the Trustee or such Paying Agent upon Company Order, and the Holders
of such Debentures shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Company for any payment which such Holder may be entitled to collect as a
general unsecured creditor, and all liability of the Trustee or any Paying Agent
with respect to such moneys shall thereupon cease.

                                  ARTICLE IX

                            Supplemental Indentures

SECTION 9.1.  Supplemental Indentures Without Consent of Holders.

     From time to time, when authorized by a Board Resolution, the Company and
the Trustee, without notice to or the consent of any Holders of the Debentures,
may amend or supplement this Indenture:

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

     (b) to add to the covenants of the Company for the benefit of the Holders
  of all or any series of Debentures (as shall be specified in such supplemental
  indenture or indentures) or to surrender any right or power herein conferred
  upon the Company;

                                     -45-
<PAGE>

  provided, however, that in respect of any such additional covenant,
  restriction or condition on the Company, 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

    (c) to add any additional Events of Default with respect to all or any
  series of Debentures (as shall be specified in such supplemental indenture);
  or

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

    (e) to establish the form or terms of Debentures of any series as permitted
  by Section 2.1 or, in lieu of any such supplemental indenture, the Company may
  provide the Trustee with an Officer's Certificate with respect to the form or
  terms of such Debentures; or

    (f) to evidence and provide for the acceptance of appointment hereunder by a
  successor Trustee with respect to the Debentures 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

    (g) to cure any ambiguity, to correct or supplement any provision herein or
  in any supplemental indenture which may be defective or inconsistent with any
  other provision herein or in any supplemental indenture, or to make any other
  provisions with respect to matters or questions arising under this Indenture
  or under any supplemental indenture, provided, that no action pursuant to this
  clause (g) shall adversely affect the interests of the Holders of Debentures
  of any series then outstanding in any material respect; or

    (h) to add to, delete from or revise the conditions, limitations and
  restrictions on the authorized amount, terms or purposes of issue,
  authentication and delivery of Debentures as herein set forth; or

    (i) to comply with requirements of the SEC in order to effect or maintain
  qualification of this Indenture under the TIA; or

    (j) 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 Debentures provided that any such action shall not adversely affect
  the interests of any Holder of a Debenture of such series or any other
  Debenture in any material respect.

SECTION 9.2.  Supplemental Indentures with Consent of Holders.

    The Company and the Trustee may amend this Indenture in any manner not
permitted by Section 9.1 or may waive future compliance by the Company with any


                                     -46-
<PAGE>

provisions of this Indenture with the consent of the Holders of at least a
majority in aggregate principal amount of the Debentures of each series affected
thereby then outstanding. However, such an amendment or waiver may not, without
the consent of each Holder of any Debenture affected thereby:

    (a) reduce the principal amount of such Debentures;

    (b) reduce the percentage of the principal amount of such Debentures the
  Holders of which must consent to an amendment of this Indenture or a waiver;

    (c) change (i) the stated maturity of the principal of or the interest on
  such Debentures, except in connection with any Deferral Period, (ii) the rate
  of interest (or the manner of calculation thereof) on such Debentures, or
  (iii) the duration of the maximum consecutive period that payments of interest
  on such Debentures may be deferred;

    (d) change adversely to the Holders the redemption, conversion or exchange
  provisions applicable to such Debentures, if any;

    (e) change the currency in respect of which the payments on such Debentures
  are to be made;

    (f) change Section 6.7 or 6.8.

    The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any such indenture
supplemental hereto or waiver. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture or waiver, whether or not
such Holders remain Holders after such record date; provided, that unless such
consent shall have become effective by virtue of the requisite percentage having
been obtained prior to the date which is 90 days after such record date, any
such consent previously given shall automatically and without further action by
any Holder be canceled and of no further effect.

    A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Debentures, or which modifies the
rights of the Holders of Debentures 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 Debentures of any other series.

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

    If certain Holders agree to defer or waive certain obligations of the
Company hereunder with respect to Debentures held by them, such deferral or
waiver shall not affect the rights of any other Holder to receive the payment or
performance required hereunder in a timely manner.

                                     -47-
<PAGE>

     After an amendment or waiver under this Section becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment or
waiver. Any failure of the Company to mail such notices, or any defect therein,
shall not, however, in any way impair or affect the validity of such amendment
or waiver.

SECTION 9.3.  Compliance with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article 9 shall
comply with the TIA.

SECTION 9.4.  Revocation and Effect of Consents, Waivers and Actions.

     Until an amendment, supplement, waiver or other action by Holders becomes
effective, a consent, waiver or any other action by a Holder of a Debenture
hereunder is a continuing consent by the Holder and every subsequent Holder of
that Debenture or portion of the Debenture that evidences the same obligation as
the consenting Holder's Debenture, even if notation of the consent, waiver or
action is not made on such Debenture. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's Debenture or
portion of the Debenture if the Trustee receives the notice of revocation before
the consent of the requisite aggregate principal amount of such Debentures then
outstanding has been obtained and not revoked. After an amendment, waiver or
action becomes effective, it shall bind every Holder of the Debentures of the
related series, except as provided in Section 9.2.

     The Company may, but shall not be obligated to, fix a Record Date for the
purpose of determining the Persons entitled to consent to any amendment or
waiver. If a Record Date is fixed, then, notwithstanding the first two sentences
of the immediately preceding paragraph, only Holders of Debentures on such
Record Date or their duly designated proxies, and only those Persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such Persons continue to be such after
such Record Date. No such consent shall be valid or effective for more than 90
days after such Record Date.

SECTION 9.5.  Notation on or Exchange of Debentures.

     Debentures of the related series authenticated and made available for
delivery after the execution of any supplemental indenture or waiver pursuant to
this Article IX 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 or waiver. If the Company shall so determine, new Debentures so
modified to conform to any such supplemental indenture or waiver may be prepared
and executed by the Company and authenticated and made available for delivery by
the Trustee in exchange for outstanding Debentures.

     Failure to make the appropriate notification or issue a new Debenture shall
not affect the validity and effect of such supplemental indenture or waiver.


                                     -48-
<PAGE>

SECTION 9.6.   Execution of Supplemental Indentures.

     The Trustee shall execute any supplemental indenture authorized pursuant to
this Article IX if the supplemental indenture does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, execute it. In executing such supplemental indenture,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Officer's Certificate and Opinion of Counsel stating that such
supplemental indenture is authorized or permitted by this Indenture.

SECTION 9.7.   Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article IX,
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 Debentures of the related series theretofore or thereafter authenticated and
made available for delivery hereunder shall be bound thereby.

                                   ARTICLE X

                                 Sinking Funds

SECTION 10.1.  Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Debentures of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Debenture of such series issued
pursuant to this Indenture.

     The minimum amount of any sinking fund payment provided for by the terms of
Debentures 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 Debentures of such series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Debentures of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 10.2. Each sinking fund payment shall be applied to the redemption of
Debentures of any series as provided for by the terms of Debentures of such
series and this Indenture.

SECTION 10.2.  Satisfaction of Sinking Fund Payments with Debentures.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Debentures of any series to be made pursuant to the
terms of such Debentures (a) deliver outstanding Debentures of such series
(other than any of such Debentures previously called for redemption or any of
such Debentures in respect of which cash shall have been released to the
Company), and (b) apply as a credit Debentures of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
series of Debentures or through the application of permitted optional sinking
fund payments pursuant to the terms of such Debentures, provided that such
series of Debentures have not been previously so credited. Such

                                     -49-
<PAGE>

Debentures shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Debentures for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Debentures of any
series in lieu of cash payments pursuant to this Section, the principal amount
of Debentures of such series to be redeemed in order to exhaust the aforesaid
cash payment shall be less than $100,000, the Trustee need not call Debentures
of such series for redemption, except upon a Company Order, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment on Debentures of such series, provided, however,
that the Trustee or such Paying Agent shall at the request of the Company from
time to time pay over and deliver to the Company any cash payment so being held
by the Trustee or such Paying Agent upon delivery by the Company to the Trustee
of Debentures of that series purchased by the Company having an unpaid principal
amount equal to the cash payment requested to be released to the Company.

SECTION 10.3.  Redemption of Debentures for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Debentures, the Company shall deliver to the Trustee an Officer's
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 and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Debentures of that series pursuant to Section 10.2 and stating the basis for
such credit and that such Debentures have not been previously so credited, 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 Debentures to be
so credited and not theretofore delivered. If such Officer's 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 less than 30 days before each such sinking fund payment
date the Trustee shall select the Debentures to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.2 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 3.3. Such notice having been duly given, the
redemption of such Debentures shall be made upon the terms and in the manner
stated in Sections 3.4 and 3.6.

                                  ARTICLE XI

                         Meetings of Debentureholders

SECTION 11.1.  Purposes for Which Meetings May Be Called.

     A meeting of Holders of Debentures of any series may be called at any time
and from time to time pursuant to this Article XI 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
Debentures of such series.

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SECTION 11.2.  Call, Notice and Place of Meetings.

     (a)  The Trustee may at any time call a meeting of Holders of Debentures of
any series for any purpose specified in Section 11.1, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or in such
other place as the Trustee shall determine. Notice of every meeting of Holders
of Debentures 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 12.2, not less than 20 nor
more than 180 days prior to the date fixed for the meeting.

     (b)  In case at any time the Company, by or pursuant to a Board Resolution,
or the Holders of at least 25% in principal amount of the outstanding Debentures
of any series shall have requested the Trustee to call a meeting of the Holders
of Debentures of such series for any purpose specified in Section 11.1, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of such
meeting within 20 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 Debentures of such series in the amount above specified, as the
case may be, may determine the time and the place for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in clause
(a) of this Section.

SECTION 11.3.  Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Debentures of any
series, a Person shall be (a) a Holder of one or more outstanding Debentures of
such series, or (b) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more outstanding Debentures 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 Debentures 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 11.4.  Quorum; Action.

     The Persons entitled to vote at least a majority in principal amount of the
outstanding Debentures of a series shall constitute a quorum for a meeting of
Holders of Debentures 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 more than a majority
in principal amount of the outstanding Debentures of a series, the Persons
entitled to vote such percentage in principal amount of the outstanding
Debentures 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 Debentures 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

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the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any such adjourned meeting shall be given as provided in Section
11.2(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the outstanding Debentures of such
series which shall constitute a quorum.

     Except as may be limited by Section 9.2, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of at least
a majority in principal amount of the outstanding Debentures of that series;
provided, however, that, except as may be limited by Section 9.2, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture or any supplemental indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage in principal amount of the outstanding Debentures 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 Debentures of such
series.

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

SECTION 11.5.  Determination of Voting Rights; Conduct and Adjournment of
               Meetings.

     (a)  Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debentures of a series in regard to proof of the holding of
Debentures 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 Debentures shall be proved in the manner specified in Section 1.5 and the
appointment of any proxy shall be proved in the manner specified in Section 1.5.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.5 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 Debentures as provided in Section 11.2(b), in which
case the Company or the Holders of Debentures of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote at least a majority in principal amount of
the outstanding Debentures of such series represented at the meeting.

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     (c)  At any meeting each Holder of a Debenture of such series or proxy
shall be entitled to one vote for each $25 principal amount of the outstanding
Debentures of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Debenture
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 Debenture of such series or proxy.

     (d)  Any meeting of Holders of Debentures of any series duly called
pursuant to Section 11.2 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote at least a majority in principal amount of
the outstanding Debentures of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 11.6.  Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of
Debentures of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debentures of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the outstanding Debentures 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 Debentures of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 11.2 and, if
applicable, Section 11.4. 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.

                                  ARTICLE XII

                                 Miscellaneous

SECTION 12.1.  Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by operation of Section 318(c) of the TIA, the imposed duties
shall control. The provisions of Sections 310 to 317, inclusive, of the TIA that
impose duties on any Person (including provisions automatically deemed included
in an indenture unless the indenture provides that such provisions are excluded)
are a part of and govern this Indenture, except as, and to the extent, they are,
expressly excluded from this Indenture, as permitted by the TIA.

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SECTION 12.2.  Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing and delivered in person, by first-class
mail, postage prepaid, telecopier or overnight air courier guaranteeing next day
delivery, addressed as follows:

     if to the Company:

     Prudential Financial, Inc.
     751 Broad Street
     Newark, New Jersey  07102
     Attention:  Treasurer
     Fax: (973) 802-8090

     with a copy to:



     Attention:
     Fax:

     if to the Trustee:

     JPMorgan Chase Bank
     450 West 33rd Street, 15th Floor
     New York, New York  10001
     Attention:  Institutional Trust Services
     Fax: (212) 946-8158

     The Company or the Trustee, by giving notice to the other, may designate
additional or different addresses for subsequent notices of communications.

     Any notice or communication given to a Debentureholder shall be mailed or
delivered to the Debentureholder at the Debentureholder's address as it appears
on the Register of the Registrar and shall be sufficiently given if mailed
within the time prescribed. Any notice or communication shall also be so mailed
to any person described in TIA Section 313(c) to the extent required by the TIA.

     Failure to give a notice or communication to a Debentureholder or any
defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is given in the manner provided
above, it is duly given, whether or not received by the addressee. In case by
reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.

     Any notice or communication to the Trustee shall be deemed to have been
duly given when received by the Corporate Trust Office of the Trustee.

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     If the Company gives a notice or communication to the Debentureholders, it
shall deliver a copy to the Trustee and each Registrar, Paying Agent or co-
Registrar.

     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 Debentureholders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 12.3.  Communication by Holders with Other Holders.

     Debentureholders may communicate pursuant to Section 312(b) of the TIA with
other Debentureholders with respect to their rights under this Indenture or the
Debentures. The Company, the Trustee, the Registrar, the Paying Agent and anyone
else shall have the protection under Section 312(c) of the TIA.

SECTION 12.4.  Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a)  an Officer's Certificate (complying with Section 12.5) stating that,
  in the opinion of such Officer, all conditions precedent to the taking of such
  action have been complied with; and

     (b)  an Opinion of Counsel (complying with Section 12.5) stating that, in
  the opinion of such counsel all such conditions precedent to the taking of
  such action have been complied with.

SECTION 12.5.  Statements Required in Certificate or Opinion.

     Each Officer's Certificate and Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Indenture (other
than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with
the provisions of TIA Section 314(e) and shall include:

     (a)  a statement that each Person making such Officer's Certificate or
  Opinion of Counsel has read such covenant or condition;

     (b)  a brief statement as to the nature and scope of the examination or
  investigation upon which the statements or opinions contained in such
  Officer's Certificate or Opinion of Counsel are based;

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

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     (d)  a statement that, in the opinion of such Person, such covenant or
  condition has been complied with; provided, however, that with respect to
  matters of fact not involving any legal conclusion, an Opinion of Counsel may
  rely on an Officer's Certificate or certificates of public officials.

SECTION 12.6.  Severability Clause.

     If any provision in this Indenture or in the Debentures 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 12.7.  Rules by Trustee, Paying Agent and Registrar.

     The Trustee may make reasonable rules for action by or a meeting of
Debentureholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

SECTION 12.8.  Legal Holidays.

     A "Legal Holiday" is any day other than a Business Day. If any specified
date (including a date for giving notice) is a Legal Holiday, the action to be
taken on such date shall be taken on the next succeeding day that is a Business
Day, and if such action is a payment in respect of the Debentures, unless
otherwise specified pursuant to Section 2.1, no principal, premium, if any, or
interest shall accrue in respect of such payment for the intervening period.
However, if such next succeeding Business Day is in the next succeeding calendar
month or calendar year, as applicable, such action will be taken on the
immediately preceding Business Day, in each case with the same force and effect
as made on such Legal Holiday.

SECTION 12.9.  Governing Law.

     THIS INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS.

SECTION 12.10. No Recourse Against Others.

     No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under the Debentures
or this Indenture or for any claim based on, in respect of or by reason of such
obligations. By accepting a Debenture, each Debentureholder shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issuance and sale of the Debentures.

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SECTION 12.11.  Successors and Assigns.

     All agreements of the Company in this Indenture and Debentures shall bind
its successors and assigns. All agreements of the Trustee in this Indenture
shall bind its successors and assigns.

SECTION 12.12.  Counterparts.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement. Any signed copy shall be sufficient proof of this Indenture.

SECTION 12.13.  No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.14.  Table of Contents, Headings, Etc.

     The Table of Contents, Cross-Reference Table and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

SECTION 12.15.  Benefits of the Indenture.

     Except as otherwise expressly provided herein with respect to holders of
Capital Securities, nothing in this Indenture or in the Debentures, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders of the Debentures, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

                 [remainder of page intentionally left blank]

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                                  SIGNATURES

     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.

                                                 PRUDENTIAL FINANCIAL, INC.,
                                                     as Issuer

                                                 By: ___________________________
                                                     Name:
                                                     Title:

                                                 JPMORGAN CHASE BANK,
                                                     as Trustee

                                                 By: ___________________________
                                                     Name:
                                                     Title: