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<PERIOD>20041118
<ITEMS>1.01
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20041118
<DATE-OF-FILING-DATE-CHANGE>20041118
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<CONFORMED-NAME>BOSTON SCIENTIFIC CORP
<CIK>0000885725
<ASSIGNED-SIC>3841
<IRS-NUMBER>042695240
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<ACT>34
<FILE-NUMBER>001-11083
<FILM-NUMBER>041155602
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE BOSTON SCIENTIFIC PL
<CITY>NATICK
<STATE>MA
<ZIP>01760-1537
<PHONE>5086508000
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<FILENAME>form8-k_13106.txt
<DESCRIPTION>BOSTON SCIENTIFIC CORPORATION FORM 8-K
<TEXT>
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                ----------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                ----------------

       Date of Report (Date of earliest event reported): November 18, 2004

                          BOSTON SCIENTIFIC CORPORATION
                          -----------------------------
               (Exact name of registrant as specified in charter)

         DELAWARE                      1-11083                 04-2695240
         --------                      -------                 ----------
(State or other jurisdiction         (Commission              (IRS employer
     of incorporation)               file number)           identification no.)



          ONE BOSTON SCIENTIFIC PLACE, NATICK, MASSACHUSETTS   01760-1537
          --------------------------------------------------   ----------
               (Address of principal executive offices)        (Zip code)

       Registrant's telephone number, including area code: (508) 650-8000

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the fling obligation of the registrant under any of the
following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


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

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

            On November 15, 2004, Boston Scientific Corporation (the "Company")
entered into an Underwriting Agreement, dated November 15, 2004, as supplemented
by the Terms Agreement, dated November 15, 2004 (as so supplemented, the
"Underwriting Agreement"), among the Company and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC (the
"Underwriters"), whereby the Company agreed to sell and the Underwriters agreed
to purchase, subject to and upon terms and conditions set forth therein, $250
million aggregate principal amount of the Company's 4.250% Notes due 2011 and
$250 million aggregate principal amount of the Company's 5.125% Notes due 2017
(the "Notes") under the Company's existing shelf registration statement. The
Underwriting Agreement contains customary representations, warranties and
agreements of the Company and customary conditions to closing, indemnification
rights and obligations of the parties and termination provisions. A copy of the
Underwriting Agreement is attached hereto as Exhibit 1.1. The foregoing summary
does not purport to be complete and is qualified in its entirety by reference to
the Underwriting Agreement.

            In connection with the offering of the Notes, the Company entered
into an Indenture dated as of November 18, 2004, with J.P. Morgan Trust Company,
National Association, as trustee, which is attached hereto as Exhibit 4.1. Each
of the Notes is represented by a global security, forms of which are attached
hereto as Exhibits 4.2 and 4.3.

ITEM 8.01   OTHER EVENTS.

            On November 18, 2004, the Company completed the offering of the
Notes under its existing shelf registration statement. The Company plans to use
the proceeds of the offering to repay commercial paper borrowings and for other
general corporate purposes.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

EXHIBIT NO.                   DESCRIPTION
-----------                   -----------

1.1         Underwriting Agreement, dated November 15, 2004, as supplemented by
            the Terms Agreement, dated November 15, 2004, among Boston
            Scientific Corporation, Merrill Lynch, Pierce, Fenner & Smith
            Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC

4.1         Indenture dated as of November 15, 2004 between Boston Scientific
            Corporation and J.P. Morgan Trust Company, National Association, as
            trustee

4.2         Form of Global Security for the 4.250% Notes due 2011

4.3         Form of Global Security for the 5.125% Notes due 2017
<PAGE>

                                    SIGNATURE


         Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                    BOSTON SCIENTIFIC CORPORATION


Date:   November 18, 2004           By: /s/ Lawrence J. Knopf
                                       -------------------------------------
                                        Lawrence J. Knopf
                                        Vice President and Assistant General
                                        Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>exh1-1_13106.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>
                                                                     EXHIBIT 1.1
                                                                     -----------

                                                                  EXECUTION COPY


                          BOSTON SCIENTIFIC CORPORATION
                                 Debt Securities

                     UNDERWRITING AGREEMENT-BASIC PROVISIONS

                                                               November 15, 2004


To:  The Underwriters named in the within-mentioned Terms Agreement

Dear Sirs:

     Boston Scientific Corporation (the "Company") proposes to issue and sell
its Debt Securities having an aggregate initial public offering price or
purchase price of up to U.S. $500,000,000 or the equivalent thereof in foreign
currencies or currency units (the "Securities"). The Securities will be issued
under an indenture dated on or about November 18, 2004 between the Company and
J.P. Morgan Trust Company, National Association, as trustee (the "Trustee"), as
supplemented from time to time by supplemental indentures and/or modified from
time to time by resolutions of the Board of Directors of the Company as provided
in Section 301 of such indenture (such indenture as so supplemented and/or
modified being hereinafter referred to as the "Indenture").

     Whenever the Company determines to make an offering of Securities, it will
enter into an agreement substantially in the form of Exhibit A hereto (a "Terms
Agreement") providing for the sale of such Securities to, and the purchase and
offering thereof by, the underwriter or underwriters named therein (each an
"Underwriter" and, collectively, the "Underwriters" or "you," which terms shall
include the underwriter or underwriters named therein whether acting alone in
the resale of the Securities or as members of an underwriting syndicate). The
Terms Agreement relating to each offering of Securities shall specify the
principal amount of Securities to be issued and their terms not otherwise
specified in the Indenture, the name or names of the Underwriters participating
in such offering (subject to substitution as provided in Section 10 hereof) and
the principal amount of Securities which each severally agrees to purchase, the
name or names of the Underwriters acting as manager or co-managers in connection
with such offering, if any (each a "Representative" and, collectively, the
"Representatives," which term shall include each Underwriter in the event that
there shall be no manager or co-managers), the price at which the Securities are
to be purchased by the Underwriters from the Company, the initial public
offering price, any delayed delivery arrangements and the time and place of
delivery and payment. Each offering of Securities will be governed by this
Agreement, as supplemented by the applicable Terms Agreement, and this Agreement
and such Terms Agreement shall inure to the benefit of and be binding upon each
Underwriter participating in the offering of such Securities.

     1.   Representations and Warranties. The Company represents and warrants to
you that as of the date hereof, as of the date of the applicable Terms Agreement
and as of the
<PAGE>

Closing Time (as hereinafter defined) under such Terms Agreement (in each case,
the "Representation Date") as set forth below. Certain terms used in this
Section 1 are defined in paragraph (C) hereof.

          A.   If the offering of the Securities is a Delayed Offering (as
specified in the relevant Terms Agreement), paragraph (i) below is applicable
and, if the offering of the Securities is a Non-Delayed Offering (as so
specified), paragraph (ii) below is applicable.

          (i)  The Company meets the requirements for the use of Form S-3 under
the Securities Act of 1933, as amended (the "1933 Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a Registration Statement
(File No. 333-119412) on such Form, including a Basic Prospectus, for
registration under the 1933 Act of the offering and sale of the Securities. The
Company may have filed one or more amendments thereto, and may have used a
Preliminary Prospectus, each of which has previously been furnished to you. Such
Registration Statement, as so amended, has become effective. The offering of the
Securities is a Delayed Offering and, although the Basic Prospectus may not
include all the information with respect to the Securities and the offering
thereof required by the 1933 Act and the rules thereunder to be included in the
Final Prospectus, the Basic Prospectus included all such information required by
the 1933 Act and the rules thereunder to be included therein as of the Effective
Date. The Company will next file with the Commission pursuant to Rules 415 and
424(b)(2) or (5) a Final Prospectus to the Basic Prospectus included in such
Registration Statement relating to the Securities and the offering thereof. As
filed, such Final Prospectus shall include all required information with respect
to the Securities and the offering thereof and, except to the extent the
Representatives shall agree to a modification, shall be in all substantive
respects in the form furnished to you for your review prior to the Execution
Time or, to the extent not completed at the Execution Time, shall contain only
such specific additional information and other changes (beyond that contained in
the Basic Prospectus and any Preliminary Prospectus) as the Company has advised
you, prior to the Execution Time, will be included or made therein.

          (ii) The Company meets the requirements for the use of Form S-3 under
the 1933 Act and has filed with the Commission a Registration Statement (File
No. 333-119412) on such Form, including a Basic Prospectus, for registration
under the 1933 Act of the offering and sale of the Securities. The Company may
have filed one or more amendments thereto, including a Preliminary Prospectus,
each of which has previously been furnished to you. The Company will next file
with the Commission either (x) a Final Prospectus relating to the Securities in
accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the
effectiveness of such Registration Statement, an amendment to such Registration
Statement, including the form of Final Prospectus. In the case of clause (x),
the Company has included in such Registration Statement, as amended at the
Effective Date, all information (other than Rule 430A Information) required by
the 1933 Act and the rules thereunder to be included in the Final Prospectus
with respect to the Securities and the offering thereof. As filed, such Final
Prospectus or such amendment and form of Final Prospectus shall contain all Rule
430A Information, together with all other such required information, with
respect to the Securities and the offering thereof and, except to the extent the
Representatives shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you for your review prior to the
Execution Time or, to the extent not completed at the Execution Time, shall
contain
<PAGE>

only such specific additional information and other changes (beyond that
contained in the Basic Prospectus and any Preliminary Prospectus) as the Company
has advised you, prior to the Execution Time, will be included or made therein.

          B.   On the Effective Date, the Registration Statement did, and when
the Final Prospectus is first filed (if required) in accordance with Rule 424(b)
and at the Closing Time, the Final Prospectus (and any supplement thereto) will,
comply in all material respects with the applicable requirements of the 1933
Act, the Securities Exchange Act of 1934, as amended (the "l934 Act"), and the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
respective rules thereunder; on the Effective Date, the Registration Statement
did not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading; at the Closing Time, the Indenture will
comply in all material respects with the requirements of the Trust Indenture Act
and the rules thereunder; and, the Final Prospectus, will not, on the date of
any filing pursuant to Rule 424(b) and at the Closing Time, include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of the Registration Statement
which shall constitute the Statement of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act of the Trustee or (ii) the information contained
in or omitted from the Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter through
the Representatives specifically for inclusion in the Registration Statement or
the Final Prospectus (or any supplement thereto).

          C.   The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean each date that
the Registration Statement and any post-effective amendment or amendments
thereto became or become effective. "Execution Time" shall mean the date and
time that the applicable Terms Agreement (including this Agreement as
incorporated by reference therein) is executed and delivered by the parties
thereto. "Basic Prospectus" shall mean the prospectus referred to in paragraph
(A)(i) above contained in the Registration Statement at the Effective Date
including, in the case of a Non-Delayed Offering, any Preliminary Prospectus.
"Preliminary Prospectus" shall mean any preliminary prospectus supplement to the
Basic Prospectus which describes the Securities and the offering thereof
including the Basic Prospectus and is used prior to filing of the Final
Prospectus. "Final Prospectus" shall mean the final prospectus supplement
relating to the Securities that is filed pursuant to Rule 424(b) after the
Execution Time, together with the Basic Prospectus or, if, in the case of a
Non-Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean
the form of final prospectus relating to the Securities, including the Basic
Prospectus, included in the Registration Statement at the Effective Date.
"Registration Statement" shall mean the registration statement referred to in
paragraph (A)(i) above, including incorporated documents, exhibits and financial
statements, as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and, in the
event any post-effective amendment thereto becomes effective prior to the
Closing Time (as hereinafter defined), shall also mean such Registration
Statement as so amended. Such term shall include any Rule 430A Information
deemed to be included therein at the Effective Date as provided by Rule 430A.
"Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to
<PAGE>

such rules or regulation under the 1933 Act. "Rule 430A Information" means
information with respect to the Securities and the offering thereof permitted to
be omitted from the Registration Statement when it becomes effective pursuant to
Rule 430A. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the 1934 Act on or before the
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may
be; and any reference herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement, the Basic Prospectus, any
Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and
include the filing of any document under the 1934 Act after the Effective Date
of the Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be
incorporated therein by reference. A "Non-Delayed Offering" shall mean an
offering of securities which is intended to commence promptly after the
effective date of the Registration Statement, with the result that, pursuant to
Rules 415 and 430A, all information (other than Rule 430A Information) with
respect to the securities so offered must be included in such Registration
Statement at the effective date thereof. A "Delayed Offering" shall mean an
offering of securities pursuant to Rule 415 which does not commence promptly
after the effective date of the Registration Statement, with the result that
only information required pursuant to Rule 415 need be included in such
Registration Statement at the effective date thereof with respect to the
securities so offered. Whether an offering of the Securities is a Non-Delayed
Offering or a Delayed Offering shall be set forth in the relevant Terms
Agreement.

          D.   The consolidated financial statements included or incorporated by
reference in the Registration Statement and the Final Prospectus present fairly
in all material respects the consolidated financial position of the Company and
its consolidated subsidiaries as at the dates indicated and the results of their
operations for the periods specified; said financial statements have been
prepared in conformity with generally accepted accounting principles applied on
a consistent basis during the periods involved, except as indicated therein; the
supporting schedules included or incorporated by reference in the Registration
Statement, if any, present fairly the information required to be stated therein;
and if pro forma financial statements are included or incorporated by reference
in the Registration Statement and the Final Prospectus, the assumptions used in
preparing the pro forma financial statements included therein provide a
reasonable basis for presenting the significant effects directly attributable to
the transactions or events described therein, the related pro forma adjustments
give appropriate effect to those assumptions, and the pro forma columns therein
reflect the proper application of those adjustments to the corresponding
historical financial statement amounts.

          E.   The documents incorporated by reference in the Final Prospectus,
at the time they were or hereafter are filed with the Commission, complied and
will comply in all material respects with the requirements of the 1934 Act and
the rules and regulations thereunder, and, when read together and with the other
information in the Final Prospectus and the Registration Statement, at each
Representation Date, did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
<PAGE>

          F.   Since the respective dates as of which information is given in
the Registration Statement and the Final Prospectus, except as may otherwise be
stated therein or contemplated thereby, (i) there has been no material adverse
change in the condition (financial or other), earnings, results of operations,
business or properties of the Company and its subsidiaries, considered as one
enterprise, whether or not arising from transactions in the ordinary course of
business and (ii) there have been no material transactions entered into by the
Company or any of its subsidiaries, other than those in the ordinary course of
business.

          G.   The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware with
corporate power and authority to own, lease and operate its properties and
conduct its business as now being conducted and as described in the Registration
Statement and the Final Prospectus; and the Company is duly qualified as a
foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the
failure to so qualify would not have a material adverse effect on the condition
(financial or other), earnings, results of operations, business or properties of
the Company and its subsidiaries, considered as one enterprise (a "Material
Adverse Effect").

          H.   Schedule I hereto sets forth each domestic and foreign subsidiary
of the Company which is a "significant subsidiary" within the meaning of Rule
1-02 of Regulation S-X of the 1933 Act (each, a "Material Subsidiary" and
collectively, the "Material Subsidiaries"). Each Material Subsidiary of the
Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation, has
corporate power and authority to own, lease and operate its properties and
conduct its business as described in the Registration Statement and the Final
Prospectus and is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to be in good standing or to so
qualify would not have a Material Adverse Effect, and, except as otherwise
disclosed in the Registration Statement or the Final Prospectus, all of the
issued and outstanding capital stock of each such Material Subsidiary has been
duly authorized and validly issued, is fully paid and non-assessable and is
owned by the Company (except for directors' qualifying shares and shares held by
individuals for the purpose of satisfying the legal requirements of the
jurisdiction of incorporation), directly or through subsidiaries, free and clear
of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

          I.   Neither the Company nor any of its subsidiaries is in violation
of its or any of their charters or in default in the performance or observance
of any obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument to which it
or any of them is a party or by which it or any of them or their properties may
be bound where any such violation or default would have a Material Adverse
Effect; and the execution of this Agreement, the execution and delivery of the
Indenture and the applicable Terms Agreement (including this Agreement as
incorporated by reference therein), the filing of the Registration Statement and
the consummation of the transactions contemplated herein and therein have been
duly authorized by all necessary corporate action and will not conflict with or
constitute a breach of, or default under, or result in the creation or
imposition of
<PAGE>

any lien, charge or encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject where any such conflict, breach, default, creation or imposition would
have a Material Adverse Effect, nor will such action result in any violation of
the provisions of the charter or by-laws of the Company or, to the best of its
knowledge, any law, administrative regulation or administrative or court decree
(except for such violations that would not have a Material Adverse Effect), and
no consent, approval, authorization or order of any court or governmental
authority or agency is required for the consummation by the Company of the
transactions contemplated by this Agreement, except such as may be required
under the 1933 Act or the rules and regulations promulgated thereunder (the
"Regulations"), the Trust Indenture Act or state securities or "blue sky" laws.

          J.   The Company and its Material Subsidiaries possess adequate
certificates, authorities or permits issued by the appropriate state, federal or
foreign regulatory agencies or bodies necessary to conduct the business now
operated by them, except such certificates, authorities or permits which are not
material to such conduct of their business, and neither the Company nor any of
its Material Subsidiaries has, to the knowledge of the Company, received any
notice of proceedings relating to the revocation or modification of any such
certificate, authority or permit which, singly or in the aggregate, if the
subject of any unfavorable decision, ruling or finding, would have a Material
Adverse Effect.

          K.   Except as set forth in the Registration Statement or Final
Prospectus, there is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending or, to the
knowledge of the Company, threatened against or affecting the Company or any of
its subsidiaries that might reasonably be expected to result in a Material
Adverse Effect, or that might reasonably be expected to materially and adversely
affect the consummation of this Agreement and the applicable Terms Agreement.

          L.   There are no contracts or documents of the Company or any of its
subsidiaries which are required to be filed as exhibits to the Registration
Statement (including the documents incorporated by reference therein) by the
1933 Act or the Regulations which have not been so filed.

          M.   The Company has full right, power and authority to execute and
deliver this Agreement, the Securities and the Indenture (collectively, the
"Transaction Documents") and to perform its obligations hereunder and
thereunder.

          N.   The Indenture has been duly and validly authorized by the Company
and, when executed and delivered by the Company and, assuming due execution and
delivery by the Trustee, will be a valid and binding agreement of the Company,
enforceable in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other similar laws affecting creditors'
rights generally and subject to the applicability of general principles of
equity, and has been duly qualified under the Trust Indenture Act.
<PAGE>

          O.   The Securities have been duly authorized for issuance and sale
pursuant to this Agreement and the applicable Terms Agreement (or will have been
so authorized prior to each issuance of Securities) and, when executed and
authenticated in accordance with the provisions of the Indenture and the
Resolutions of the Board of Directors of the Company or a Pricing Committee
thereof, and delivered to and paid for by the purchasers thereof, will
constitute legal, valid and binding obligations of the Company enforceable in
accordance with their terms (subject, as to enforcement of remedies, to
applicable bankruptcy, fraudulent transfer, reorganization, insolvency,
moratorium or other laws affecting creditors' rights generally from time to time
in effect and to principles relating to the availability of equitable remedies
to the extent that adequate remedies at law may exist) and will be entitled to
the benefits of the Indenture, which will be substantially in the form
heretofore delivered to you; and the Securities and the Indenture will conform
when executed and delivered in all material respects to all statements relating
thereto contained in the Final Prospectus.

          P.   Except as disclosed in the Registration Statement or the Final
Prospectus, and except as where such failure would not have a Material Adverse
Effect, the Company and its subsidiaries own, possess, license or have the right
to use the patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service marks,
trade names and other rights or interests in items of intellectual property as
are necessary for the operation and conduct of the businesses now operated by
them (the "patent and proprietary rights"); and except as disclosed in the
Registration Statement or the Final Prospectus, the Company has no knowledge of
any infringement of or conflict with asserted rights of others with respect to
any patent and proprietary rights which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would have a Material
Adverse Effect, and, except as disclosed in the Registration Statement or the
Final Prospectus, the Company has no knowledge that any person or entity is
infringing or otherwise violating any of the Company's patents, trademarks,
servicemarks or copyrights in a manner that could materially affect the use
thereof by the Company or any of its subsidiaries and which infringement would
have a Material Adverse Effect.

          Q.   No labor disturbance by the employees of the Company or any
subsidiary exists or, to the knowledge of the Company, is imminent which might
reasonably be expected to have a Material Adverse Effect.

          R.   The Company is not, and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as described
in the Final Prospectus, will not be an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended.

          S.   Except as described in the Registration Statement or the Final
Prospectus and except as could not reasonably be expected to have a Material
Adverse Effect, to the knowledge of the Company, the properties, assets and
operations of each of the Company and its subsidiaries are in compliance with
all applicable federal, state, local and foreign laws (including, without
limitation, common law), rules and regulations, orders, decrees, judgments,
permits and licenses relating to worker health and safety, and to the protection
and clean-up of the natural environment and to the protection or preservation of
natural resources, including,
<PAGE>

without limitation, those relating to the processing, manufacturing, generation,
handling, disposal, transportation or release of hazardous materials
(collectively, "Environmental Laws"). With respect to such properties, assets
and operations, there are no events, conditions, circumstances, activities,
practices, incidents, actions or plans of the Company or any of its subsidiaries
of which the Company is aware that may interfere with or prevent compliance or
continued compliance with applicable Environmental Laws or otherwise result in
liability to the Company or any of its subsidiaries pursuant to applicable
Environmental Law in a manner that could reasonably be expected to have a
Material Adverse Affect. Except as described in the Registration Statement or
the Final Prospectus and except as could not reasonably be expected to have a
Material Adverse Effect, (A) to the Company's knowledge, none of the Company or
any of its subsidiaries is the subject of any federal, state, local or foreign
investigation pursuant to Environmental Laws, (B) none of the Company or any of
its subsidiaries has received any written notice or claim pursuant to
Environmental Laws and (C) there are no pending, or, to the knowledge of the
Company, threatened actions, suits or proceedings against the Company, any of
its subsidiaries or its properties, assets or operations, in connection with any
Environmental Laws. The term "hazardous materials" shall mean those substances
that are regulated by or pursuant to any applicable Environmental Laws.

          T.   This Agreement has been duly authorized, executed and delivered
by the Company.

          U.   The Company's authorized equity capitalization as of September
30, 2004 is as set forth in the Final Prospectus.

          V.   No holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.

          W.   The Company is, to its knowledge, in compliance in all material
respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 that
are effective and the rules and regulations of the Commission that have been
adopted and are effective thereunder.

     Any certificate signed by any officer of the Company and delivered to the
Representatives or counsel for the Underwriters in connection with an offering
of Securities shall be deemed a representation and warranty by the Company, as
to the matters covered thereby, to each Underwriter.

          2.   Purchase and Sale. The several commitments of the Underwriters to
purchase securities pursuant to any Terms Agreement shall be deemed to have been
made on the basis of the representations and warranties herein contained and
shall be subject to the terms and conditions herein set forth.

     Payment of the purchase price for, and delivery of, any Securities to be
purchased by the Underwriters shall be made at the place set forth in the
applicable Terms Agreement, or at such other place as shall be agreed upon by
the Representatives and the Company, on the third business day (unless postponed
in accordance with the provisions of Section 10) following the date of the
applicable Terms Agreement or such other time as shall be agreed upon by the
Representatives and the Company (each such time and date being referred to as a
"Closing
<PAGE>

Time"). Except as indicated in the applicable Terms Agreement, payment shall be
made to the Company by wire transfer in same-day funds against delivery of the
Securities to be purchased by the Representatives for the respective accounts of
the Underwriters. Such Securities shall be in such denominations and registered
in such names as the Representatives may request in writing at least two
business days prior to the applicable Closing Time or shall be in global or
bearer form as permitted by the Indenture. Such Securities, which may be in
temporary form, will be made available for examination and packaging by the
Representatives on or before the first business day prior to Closing Time.

     If authorized by the applicable Terms Agreement, the Underwriters named
therein may solicit offers to purchase Securities from the Company pursuant to
delayed delivery contracts ("Delayed Delivery Contracts") substantially in the
form of Exhibit B hereto, with such changes therein as the Company may approve.

     As compensation for arranging Delayed Delivery Contracts, the Company will
pay to the Representatives at Closing Time, for the accounts of the
Underwriters, a fee equal to that percentage of the principal amount of
Securities for which Delayed Delivery Contracts are made at Closing Time as is
specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are
to be with institutional investors of the types which will be set forth in the
applicable prospectus supplement included in the Final Prospectus. If
applicable, at Closing Time the Company will enter into Delayed Delivery
Contracts (for not less than the minimum principal amount of Securities per
Delayed Delivery Contract specified in the applicable Terms Agreement) with all
purchasers proposed by the Underwriters and previously approved by the Company
as provided below, but not for an aggregate principal amount of Securities in
excess of that specified in the applicable Terms Agreement. The Underwriters
will not have any responsibility for the validity or performance of Delayed
Delivery Contracts.

     The Representatives are to submit to the Company, at least two business
days prior to Closing Time, the names of any institutional investors with which
it is proposed that the Company will enter into Delayed Delivery Contracts and
the principal amount of Securities to be purchased by each of them, and the
Company will advise the Representatives, at least one business day prior to
Closing Time, of the names of the institutions with which the making of Delayed
Delivery Contracts is approved by the Company and the principal amount of
Securities to be covered by each such Delayed Delivery Contract.

     The principal amount of Securities agreed to be purchased by the respective
Underwriters pursuant to the applicable Terms Agreement shall be reduced by the
principal amount of Securities covered by Delayed Delivery Contracts, as to each
Underwriter as set forth in a written notice delivered by the Representatives to
the Company; provided, however, that the total principal amount of Securities to
be purchased by all Underwriters shall be the total amount of Securities covered
by the applicable Terms Agreement, less the principal amount of Securities
covered by Delayed Delivery Contracts.

          3.   Covenants of the Company. The Company covenants with each
Underwriter as follows:
<PAGE>

          A.   The Company will use commercially reasonable efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereto, to become effective. Immediately following the execution of
each Terms Agreement, the Company will prepare a final prospectus supplement to
be included in the Final Prospectus setting forth the principal amount of
Securities covered thereby and their terms not otherwise specified in the
Indenture, the names of the Underwriters and the principal amount of Securities
which each severally has agreed to purchase, the names of the Representatives,
the price at which the Securities are to be purchased by the Underwriters from
the Company, the initial public offering price, the selling concession and
reallowance, if any, any delayed delivery arrangements, and such other
information as the Representatives and the Company reasonably deem necessary in
connection with the offering of the Securities. Following the completion of the
offering, the Company will promptly transmit copies of the Final Prospectus to
the Commission for filing pursuant to Rule 424 of the Regulations.

          B.   If at any time when a prospectus is required by the 1933 Act to
be delivered in connection with sales of the Securities any event shall occur or
condition exist as a result of which it is necessary, in the opinion of counsel
for the Underwriters or counsel for the Company, to further amend or supplement
the Final Prospectus in order that the Final Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading in the light of circumstances
existing at the time it is delivered to a purchaser or if it shall be necessary,
in the opinion of either such counsel, at any such time to amend or supplement
the Registration Statement or the Final Prospectus in order to comply with the
requirements of the 1933 Act or the Regulations, the Company will promptly
prepare and file with the Commission such amendment or supplement, whether by
filing documents pursuant to the 1934 Act or otherwise, as may be necessary to
correct such untrue statement or omission or to make the Registration Statement
comply with such requirements.

          C.   With respect to each sale of Securities, the Company will make
generally available to its security holders and to the Representatives as soon
as practicable earnings statements of the Company that will satisfy the
provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations.

          D.   From the date of a Terms Agreement, and for so long as a
prospectus is required by the 1933 Act to be delivered in connection with the
sale of Securities covered by such Terms Agreement, the Company will give the
Representatives notice of its intention to file any amendment to the
Registration Statement or any amendment or supplement to the Final Prospectus,
whether pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish
them with copies of any such proposed amendment or supplement or other documents
proposed to be filed a reasonable time in advance of filing and will provide the
Representatives the opportunity to review and comment on such documents.

          E.   From the date of a Terms Agreement, and for so long as a
prospectus is required by the 1933 Act to be delivered in connection with the
sale of Securities covered by such Terms Agreement, the Company will notify the
Representatives immediately, and confirm the notice in writing, (i) of the
effectiveness of any amendment to the Registration Statement, (ii) of the
mailing or the delivery to the Commission for filing of any supplement to the
Final Prospectus or any document to be filed pursuant to the 1934 Act which will
be incorporated by
<PAGE>

reference into the Final Prospectus, (iii) of the receipt of any comments from
the Commission with respect to the Registration Statement, the Final Prospectus
or any prospectus supplement related thereto, (iv) of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Final Prospectus or for additional information relating to the
offering of the Securities, and (v) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof as soon as practicable.

          F.   The Company will deliver to the Representatives a conformed copy
of the Registration Statement, any documents incorporated by reference therein
(unless such documents are available on the "EDGAR" website), and each amendment
thereto for each of the Underwriters. So long as delivery of a prospectus by an
Underwriter or dealer may be required by the 1933 Act, the Company will deliver
to the Representatives as many copies of any Preliminary Prospectus and the
Final Prospectus and any supplement thereto as the Representatives may
reasonably request.

          G.   The Company will arrange for the qualification of the Securities
for offering and sale under the laws of such jurisdictions as the
Representatives, after consultation with the Company, may collectively designate
and will maintain such qualifications in effect so long as required for the
distribution of the Securities.

          H.   The Company, during the period when the Final Prospectus is
required to be delivered under the 1933 Act, will file promptly all documents
required to be filed with the Commission pursuant to Section 13 or 14 of the
1934 Act.

          I.   Between the date of any Terms Agreement and the Closing Time the
Company will not, without the prior consent of the Representatives, offer or
sell, or enter into any agreement to sell, any debt securities of the Company
with a maturity of more than one year, including additional Securities.

          4.   Conditions of Underwriters' Obligations. The obligations of the
Underwriters to purchase Securities pursuant to any Terms Agreement are subject
to the accuracy of the representations and warranties on the part of the Company
herein contained as of the Execution Time and Closing Time, to the accuracy of
the statements of the Company's officers made in any certificate furnished
pursuant to the provisions hereof, to the performance by the Company of all of
its covenants and other obligations hereunder and to the following further
conditions:

          A.   If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later time,
the Registration Statement will become effective not later than (i) 6:00 p.m.
New York City time, on the date of determination of the public offering price,
if such determination occurred at or prior to 3:00 p.m. New York City time on
such date or (ii) 12:00 Noon on the business day following the day on which the
public offering price was determined, if such determination occurred after 3:00
p.m. New York City time on such date; if filing of the Final Prospectus, or any
supplement thereto, is
<PAGE>

required pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
shall have been filed in the manner and within the time period required by Rule
424(b). The Company will (i) prepare the Rule 462(b) Registration Statement, if
necessary, in a form approved by the Underwriters and file such Rule 462(b)
Registration Statement with the Commission in compliance with Rule 462(b) under
the 1933 Act by 10:00 a.m. New York City time on the business day immediately
following the date of determination of the public offering price of the
Securities and, at the time of filing, either pay to the Commission the filing
fee for the Rule 462(b) Registration Statement or give irrevocable instructions
for the payment of such fee pursuant to Rule 111(b) under the 1933 Act.

          B.   At the applicable Closing Time (i) no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act or proceedings thereof or initiated or threatened by the Commission,
(ii) there shall not have been since the execution of such Terms Agreement any
decrease in the ratings of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for purpose
of Rule 436(g) under the 1933 Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such rating
that does not indicate the direction of the possible change and (iii) there
shall not have come to the attention of the Representatives any facts that would
cause them reasonably to believe that the Final Prospectus, at the time it was
required to be delivered to a purchaser of the Securities, contained an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

          C.   At the applicable Closing Time you shall have received:

               1. The favorable opinion, dated as of the Closing Time, of
Shearman & Sterling LLP, counsel of the Company, substantially in the form set
forth in Exhibit C.

               2. The favorable opinion, dated as of the Closing Time, of
Lawrence J. Knopf, Assistant General Counsel of the Company, substantially in
the form set forth in Exhibit D.

               3. The favorable opinion or opinions, dated as of the applicable
Closing Time, of Simpson Thacher & Bartlett LLP, counsel for the Underwriters,
with respect to the issuance and sale of the Securities, the Indenture, the
Registration Statement, the Final Prospectus and other related matters as the
Representatives may reasonably require, and the Company shall have furnished to
such counsel such documents as they may reasonably request for the purpose of
enabling them to pass upon such matters.

          D.   At the applicable Closing Time there shall not have been, since
the date of the applicable Terms Agreement or since the date as of which
information is given in the Final Prospectus, any material adverse change in the
condition (financial or otherwise), earnings, results of operations, business or
properties of the Company and its subsidiaries considered as one enterprise,
whether or not arising from transactions in the ordinary course of business,
except as set forth or contemplated in the Final Prospectus (exclusive of any
supplement thereto), and the Company shall have furnished to the Representatives
a certificate of the Company, signed by the Chairman of the Board, the Chief
Executive Officer, the President, the principal financial
<PAGE>

officer or the principal accounting officer of the Company, dated as of such
Closing Time, to the effect that:

               1. the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the Closing
Time with the same effect as if made at the Closing Time and the Company has
complied with all the agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to the Closing Time;

               2. no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge, threatened; and

               3. since the date of the most recent financial statements or
financial data included or incorporated by reference in the Final Prospectus
(exclusive of any supplement thereto), there has been no material adverse change
in the condition (financial or other), earnings, results of operations, business
or properties of the Company and its subsidiaries, considered as one enterprise,
whether or not arising from transactions in the ordinary course of business,
except as set forth in or contemplated in the Final Prospectus (exclusive of any
supplement thereto).

     You shall have received from Ernst & Young LLP or other independent
certified public accountants acceptable to the Representatives a letter or
letters, dated the date of the applicable Terms Agreement and as of the
applicable Closing Time, in form and substance satisfactory to the
Representatives, containing statements and information of the type customarily
included in accountants' "comfort letters" to underwriters with respect to the
financial statements and certified financial information contained or
incorporated by reference in the Final Prospectus; provided that such letters
shall use a "cut-off" date no more than three business days prior to the
respective dates of such letters.

          E.   At the applicable Closing Time counsel for the Underwriters shall
have been furnished with such documents and opinions as they may reasonably
require for the purpose of enabling them to pass upon the issuance and sale of
the Securities as herein contemplated and related proceedings or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of
the Securities as herein contemplated shall be in all material respects
satisfactory in form and substance to the Representatives and counsel for the
Underwriters.

     If any condition specified in this Section shall not have been fulfilled
when and as required to be fulfilled, the applicable Terms Agreement may be
terminated by the Representatives by notice to the Company at any time at or
prior to the applicable Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 5.

          5.   Payment of Expenses. The Company will pay all reasonable and
necessary expenses incident to the performance of its obligations under this
Agreement and each Terms Agreement, including (a) the preparing, printing or
other production and filing of the
<PAGE>

Registration Statement (as originally filed) and all amendments thereto, (b) the
preparation, issuance and delivery of the Securities to the Underwriters, (c)
the reasonable fees and disbursements of the Company's counsel and accountants
and of the Trustee and its counsel, (d) the qualification of the Securities
under securities laws in accordance with the provisions of Section 3(G),
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection therewith and in connection with the preparation
of any Blue Sky Survey, (e) the printing or other production and delivery to the
Underwriters in quantities as hereinabove stated of copies of the Preliminary
Prospectus and the Final Prospectus and any amendments or supplements thereto,
(f) the production and delivery to the Underwriters of copies of the Indenture
and any Blue Sky Survey reasonably requested by the Representatives, (g) the
fees of rating agencies, (h) the fees and expenses, if any, incurred in
connection with the listing of the Securities on any securities exchange, and
(i) the fees, if any, of the National Association of Securities Dealers, Inc. in
connection with the review of the offering and including the reasonable fees and
expenses of counsel for the Underwriters in connection therewith.

     If a Terms Agreement is terminated by the Representatives in accordance
with the provisions of Section 4 or Sections 9(i) and 9(iv), or if the sale of
any Securities provided for herein or in any Terms Agreement is not consummated
because any condition to the obligations of the Underwriters set forth herein is
not satisfied by the Company or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or comply with any
provision hereof, the Company shall reimburse the Underwriters named in such
Terms Agreement for all of their reasonable out-of-pocket expenses, including
the reasonable fees and disbursements of counsel for the Underwriters, that
shall have been incurred by them in connection with the proposed purchase and
sale of the Securities.

          6.   Indemnification.

          A.   The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against
any and all losses, liabilities, claims, damages and expenses whatsoever as
incurred (including but not limited to reasonable attorneys' fees and any and
all expenses reasonably and necessarily incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or
litigation), joint or several, to which they or any of them may become subject
under the 1933 Act, the 1934 Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement for the registration of
the Securities, as originally filed or any amendment thereof, or any related
Preliminary Prospectus or the Final Prospectus, or in any supplement thereto or
amendment thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
the Company will not be liable in any such case to the extent, but only to the
extent, that any such loss, liability, claim, damage or expense arises out of or
is based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through
the Representatives
<PAGE>

expressly for use therein; it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described
as such in the Terms Agreement and provided further that with respect to any
such untrue statement in or omission from the Preliminary Prospectus, the
indemnity agreement contained in this paragraph (A) shall not inure to the
benefit of any Underwriter to the extent that the sale to the person asserting
any such loss, claim, damage or liability was an initial resale by the
Underwriter and any such loss, claim, damage or liability of or with respect to
the Underwriter results from the fact that both (i) a copy of the Final
Prospectus (excluding any documents incorporated by reference therein) was not
sent or given to such person at or prior to the written confirmation of the sale
of such Securities to such person and (ii) the untrue statement in or omission
from such Preliminary Prospectus was corrected in the Final Prospectus unless,
in either case, such failure to deliver the Final Prospectus was a result of
non-compliance by the Company with the provisions of Section 4 hereof. This
indemnity will be in addition to any liability which the Company may otherwise
have, including under this Agreement.

          B.   Each Underwriter severally, and not jointly, agrees to indemnify
and hold harmless the Company, each of the directors of the Company, each of the
officers of the Company who shall have signed the Registration Statement, and
each other person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any losses,
liabilities, claims, damages and expenses whatsoever as incurred (including but
not limited to reasonable attorneys' fees and any and all expenses reasonably
and necessarily incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation) to which they or any of
them may become subject under the 1933 Act, the 1934 Act or otherwise, insofar
as such losses, liabilities, claims, damages or expenses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the
registration of the Securities, as originally filed or any amendment thereof, or
any related Preliminary Prospectus or the Final Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that any such loss, liability, claim, damage or
expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of such Underwriter through the Representatives expressly for use
therein; it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in the Terms
Agreement. This indemnity will be in addition to any liability which any
Underwriter may otherwise have, including under this Agreement.

          C.   Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 6). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent it may elect by written notice delivered to the
<PAGE>

indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel reasonably satisfactory to the
indemnified parties to have charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by the indemnifying parties. Anything in
this subsection to the contrary notwithstanding, an indemnifying party shall not
be liable for any settlement of any claim or action effected without its written
consent; provided, however, that such consent was not unreasonably withheld. No
indemnifying party shall, without the written consent of the indemnified party,
effect any settlement of any pending or threatened proceeding in respect of
which any indemnified party is or could have been a party and indemnification
could have been sought hereunder by such indemnified party, unless such
settlement (x) includes an unconditional release of such indemnified party, in
form and substance reasonably satisfactory to such indemnified party, from all
liability on claims that are the subject matter of such proceeding and (y) does
not include any statement as to or any admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

          D.   If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6C effected without its written
consent if (i) such settlement is entered into more than 45 days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement.

          7.   Contribution. In order to provide for contribution in
circumstances in which the indemnification provided for in Section 6 is for any
reason held to be unavailable from any indemnifying party or is insufficient to
hold harmless a party indemnified thereunder, then the indemnifying parties
shall contribute to the aggregate losses, claims, damages, liabilities and
expenses of the nature contemplated by such indemnification provision (including
any investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any claims
asserted, but after deducting in the case of losses, claims, damages,
liabilities and expenses suffered by the Company any contribution received by
the Company from persons, other than the Underwriters, who may also be liable
for contributions, including persons who control the Company within the meaning
of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, officers of the
Company who signed the Registration Statement and directors of the Company) as
incurred to which the Company and one or more of the Underwriters may be
subject, in such proportions as is
<PAGE>

appropriate to reflect the relative benefits received by the Company and the
Underwriters from the offering of the Securities or, if such allocation is not
permitted by applicable law or indemnification is not available as a result of
the indemnifying party not having received notice as provided in Section 6
hereof, in such proportion as is appropriate to reflect not only the relative
benefits referred to above but also the relative fault of the Company and the
Underwriters in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Underwriters shall be deemed to be in the same proportion as (x) the
total proceeds from the offering (net of underwriting discounts and commissions
but before deducting expenses) received by the Company and (y) the underwriting
discounts and commissions received by the Underwriters, respectively, in each
case as set forth in the table on the cover page of the Final Prospectus. The
relative fault of the Company and of the Underwriters shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this Section 7, in no case shall any
Underwriter be liable or responsible for any amount in excess of the
underwriting discount applicable to the securities purchased by such Underwriter
hereunder. Notwithstanding the provisions of this Section 7 and the preceding
sentence, (i) no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20(a) of the 1934 Act shall have the same rights to contribution as such
Underwriter, and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to clauses (i) and (ii) of this Section 7. Any
party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties,
notify each party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any obligation it or they may
have under this Section 7 or otherwise. The obligation of the Underwriters to
contribute pursuant to this Section 7 shall be several in proportion to their
respective underwriting obligations and not joint.

          8.   Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties, indemnities and agreements contained in this
Agreement or any Term Agreement, or contained in certificates of officers of the
Company submitted pursuant
<PAGE>

hereto, shall remain operative and in full force and effect regardless of any
termination of the applicable Terms Agreement (including this Agreement as
incorporated by reference therein), or any investigation made by or on behalf of
any Underwriter or controlling person, or by or on behalf of the Company, and
shall survive delivery of, and payment for, any Securities to the Underwriters.

          9.   Termination. The Representatives may terminate the applicable
Terms Agreement (including this Agreement, as incorporated by reference
therein), immediately upon notice to the Company, at any time at or prior to the
applicable Closing Time (i) if there has been, since the date of such Terms
Agreement or since the respective dates as of which information is given in the
Final Prospectus, any material adverse change in the condition, (financial or
otherwise), earnings, results of operations, business or properties of the
Company and its subsidiaries considered as one enterprise, whether or not from
transactions arising in the ordinary course of business, or (ii) if there has
occurred any outbreak or escalation of hostilities or other calamity or crisis
or change in general domestic or international economic, political or financial
conditions either within or outside of the United States the effect of which is
such as to make it, in the judgment of the Representatives, impracticable or
inadvisable to proceed with the offering, sale or delivery of the Securities, or
(iii) if trading in any Securities of the Company has been suspended by the
Commission or any securities exchange or in the over-the-counter market, or if
trading generally on the American Stock Exchange, the New York Stock Exchange or
in the over-the-counter market has been suspended, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices for securities have
been required, by either of said exchanges or by order of the Commission or any
other governmental authority, or if a banking moratorium has been declared by
either Federal or New York authorities or (iv) there shall have been since the
execution of such Terms Agreement any decrease in the ratings of any of the
Company's debt securities by any "nationally recognized statistical rating
organization" (as defined for purpose of Rule 436(g) under the 1933 Act) or any
notice given of any intended or potential decrease in any such rating or of a
possible change in any such rating that does not indicate the direction of the
possible change.

          10.  Default. If one or more of the Underwriters shall fail at the
applicable Closing Time to purchase the Securities which it or they are
obligated to purchase under the applicable Terms Agreement (the "Defaulted
Securities"), then the Representatives shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth. If, however, during such 24 hours you shall not have
completed such arrangements for the purchase of all of the Defaulted Securities,
then:

          A.   if the aggregate principal amount of Defaulted Securities does
not exceed 10% of the aggregate principal amount of the Securities to be
purchased pursuant to such Terms Agreement, the non-defaulting Underwriters
shall be obligated to purchase the full amount thereof in the proportions that
their respective underwriting obligations under the applicable Terms Agreement
(including this Agreement as incorporated by reference therein) bear to the
underwriting obligations of all such non-defaulting Underwriters, unless
otherwise agreed, or
<PAGE>

          B.   if the aggregate principal amount of Defaulted Securities exceeds
10% of the aggregate principal amount of the Securities to be purchased pursuant
to such Terms Agreement, such Terms Agreement (including this Agreement as
incorporated by reference therein) shall terminate, without any liability on the
part of any non-defaulting Underwriter or the Company.

     No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
the applicable Terms Agreement or this Agreement.

     In the event of a default by any Underwriter or Underwriters as set forth
in this Section which does not result in termination of the applicable Terms
Agreement, either the Representatives or the Company shall have the right to
postpone the applicable Closing Time for a period not exceeding seven days in
order that any required changes in the Registration Statement or the Final
Prospectus or in any other documents or arrangements may be effected.

          11.  Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be
directed to you as provided in the applicable Terms Agreement. Notices to the
Company shall be directed to it at Boston Scientific Corporation, One Boston
Scientific Place, Natick, Massachusetts 01760-1537, attention of the Chief
Financial Officer with a copy to the General Counsel.

          12.  Parties. The applicable Terms Agreement and this Agreement shall
inure to the benefit of and be binding upon the Underwriters and the Company,
and their respective successors and the officers and directors and any
controlling persons referred to in Section 6 hereof. Nothing expressed or
mentioned in the applicable Terms Agreement or this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto or thereto and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of the applicable Terms Agreement or this Agreement or any
provision therein or herein contained. The applicable Terms Agreement and this
Agreement and all conditions and provisions thereof and hereof are intended to
be for the sole and exclusive benefit of the parties and their respective
successors and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Securities from any Underwriter shall be deemed to
be a successor by reason merely of such purchase.

          13.  Authority of the Representatives. Any action by the Underwriters
hereunder may be taken by the Representatives on behalf of the Underwriters, and
any such action taken by the Representatives shall be binding upon the
Underwriters.

          14.  Governing Law. THIS AGREEMENT AND EACH TERMS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          15.  Amendments or Waivers. No amendment or waiver of any provision of
this Agreement, nor any consent or approval to any departure therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
parties hereto.
<PAGE>

          16.  Headings. The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.



                                           Very truly yours,

                                           BOSTON SCIENTIFIC CORPORATION


                                           By /s/ Milan Kofol
                                              ------------------
                                              Name: Milan Kofol
                                              Title:  Vice President, Treasurer

<PAGE>
                                                                      SCHEDULE I



                              MATERIAL SUBSIDIARIES


SCIMED Life Systems, Inc.
Boston Scientific Japan K.K.
Boston Scientific International B.V.
Schneider (Europe) GmbH
Boston Scientific Limited
Advanced Bionics Corporation

<PAGE>
                                                                       EXHIBIT A


                          BOSTON SCIENTIFIC CORPORATION
                                 Debt Securities

                             FORM OF TERMS AGREEMENT

                                                          Dated:_________, _____


To:  Boston Scientific Corporation
     One Boston Scientific Place
     Natick, Massachusetts  01760-1537

Dear Sirs:

          We understand that Boston Scientific Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell its Debt Securities
having an aggregate initial public offering price or purchase price of $____ (as
described in more detail below, the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, the
underwriter(s) named below (the "Underwriter(s)") hereby offer(s) to purchase
such Securities.

          The Securities to be purchased by the Underwriter(s), which are to be
issued under an Indenture dated as of ________ between the Company and J.P.
Morgan Trust Company, National Association, as Trustee, as supplemented from
time to time by supplemental indentures and/or modified from time to time by
resolutions of the Board of Directors of the Company or a Pricing Committee
thereof as provided in Section 301 of such Indenture, shall have the following
terms:

          Principal Amount:
          Date of maturity:
          Interest rate:
          Interest payment dates:
          Public offering price:
          Purchase price:
          Redemption provisions:
          Form of Securities:
          Delayed Delivery Contracts:



                                        2
<PAGE>

          Aggregate Underwriting Discount:          %
          Purchase Price to be paid by
          Underwriters:
          Closing date and location:
          Representatives:


          All of the provisions contained in the document entitled "Boston
Scientific Corporation Debt Securities, Underwriting Agreement-Basic
Provisions," dated as of ____________ __, _____, a copy of which is attached
hereto as Annex A, are herein incorporated by reference in their entirety and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein. Terms defined in such document are
used herein as therein defined. Each Underwriter severally agrees, subject to
the terms and provisions of this Terms Agreement, including the terms and
provisions incorporated by reference herein, to purchase the principal amount of
Securities set forth opposite its name.

          Name                                       Principal Amount




                                                     ----------------
                          Total
                                                     ================

          Any notice by the Company to the Underwriter(s) pursuant to this Terms
Agreement shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication addressed to:
___________________________.

          The Company acknowledges that the statements set forth in the last
paragraph of the cover page and in the ________________ paragraph[s] under the
caption "Underwriting" in the Final Prospectus constitute the only information
furnished in writing by or on behalf of any Underwriter expressly for use in the
Registration Statement relating to the Securities as originally filed or in any
amendment thereof, any related Preliminary Prospectus or the Final Prospectus or
in any amendment thereof or supplement thereto, as the case may be.

          Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us.



                                        3
<PAGE>

                                     Acting on behalf of themselves and as the
                                     Representatives of the several Underwriters

                                     By________________________________


Accepted:

BOSTON SCIENTIFIC CORPORATION


By___________________________






















                                        4
<PAGE>
                                                                       EXHIBIT B


                          BOSTON SCIENTIFIC CORPORATION
                                 Debt Securities

                            DELAYED DELIVERY CONTRACT

                                                          ----------- --, ------


Boston Scientific Corporation
c/o [Name and address of Representatives]

Attention:

Dear Sirs:

          The undersigned hereby agree to purchase from Boston Scientific
Corporation (the "Company"), and the Company agrees to sell to the undersigned
on __________ __, ____ (the "Delivery Date"), principal amount of the Company's
Debt Securities due ___________ __, ____ (the "Securities"), offered by the
Company's Basic Prospectus dated ____, as supplemented by its Final Prospectus
dated ___________ __, ____, receipt of which is hereby acknowledged, at a
purchase price of ____% of the principal amount thereof, plus accrued interest
from ____, to the Delivery Date, and on the further terms and conditions set
forth in the contract.

          Payment for the Securities which the undersigned has agreed to
purchase on the Delivery Date shall be made to the Company or by wire transfer
in same day funds, on the Delivery Date, upon delivery to the undersigned at the
office of [name and address of Representatives], of the Securities to be
purchased by the undersigned in definitive form and in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date.

          The obligation of the undersigned to take delivery of and make payment
for Securities on the Delivery Date shall be subject only to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not on the
Delivery Date be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company, on or before ___________ __, ____,
shall have sold to the Underwriters of the Securities (the "Underwriters") such
principal amount of the Securities as is to be sold to them pursuant to the
Terms Agreement dated ___________ __, ____ between the Company and the
Underwriters. The obligation of the undersigned to take delivery of and make
payment for Securities shall not be affected by the failure of any purchaser to
take delivery of and make payment for Securities pursuant to other contracts
similar to this contract. The undersigned represents and warrants to you that
its investment in the Securities is not, as of the date hereof, prohibited under
the laws of any jurisdiction to which the undersigned is subject and which
govern such investment.
<PAGE>

          Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.

          By the execution hereof, the undersigned represents and warrants to
the Company that all necessary corporate action for the due execution and
delivery of this contract and the payment for and purchase of the Securities has
been taken by it and no further authorization or approval of any governmental or
other regulatory authority is required for such execution, delivery, payment or
purchase, and that, upon acceptance hereof by the Company and mailing or
delivery of a copy as provided below, this contract will constitute a valid and
binding agreement of the undersigned in accordance with its terms.


                                                     [Name of Purchaser]


                                                     By ______________________




Accepted:

Boston Scientific Corporation


By ______________________











                                        2
<PAGE>
                                                                       EXHIBIT C


                   FORM OF OPINION OF SHEARMAN & STERLING LLP

          (i) the statements in the Basic Prospectus under the caption
"Description of the Debt Securities" and the statements in the Final Prospectus
under the caption "Description of the Notes", insofar as such statements
constitute summaries of documents referred to therein, fairly summarize in all
material respects the documents referred to therein;

          (ii) the statements in the Final Prospectus under the caption
"Material U.S. Federal Income Tax Consequences", insofar as such discussion
represents legal conclusions or statements of United States federal income tax
law, subject to the limitations and conditions set forth therein, constitutes
our opinion as to the material United States federal income tax consequences
relevant to the purchase, ownership and disposition of the Notes;

          (iii) assuming that the Indenture has been duly authorized, executed
and delivered by the Company and the Trustee, the Indenture is a legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally (including without limitation all laws
relating to fraudulent transfers), and except as enforcement thereof is subject
to the effect of general principles of equity, including without limitation
concepts of materiality, reasonableness, good faith and fair dealing (regardless
of whether enforcement is considered in a proceeding in equity or in law);

          (iv) assuming that the Notes have been duly authorized and executed by
the Company, when authenticated by the Trustee in accordance with the Indenture
and delivered and paid for as provided by the Underwriting Agreement, the Notes
will be the legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally (including without limitation
all laws relating to fraudulent transfers), and except as enforcement thereof is
subject to the effect of general principles of equity, including without
limitation concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether enforcement is considered in a proceeding in equity or in
law);

          (v) the Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended;

          (vi) to the best knowledge of such counsel, no authorization, approval
or other action by, and no notice to or filing with, any United States federal
or New York governmental authority or regulatory body is required for the
consummation of the transactions contemplated by the Underwriting Agreement,
except as have been obtained and are in full force and effect under the
Securities Act or as may be required under the securities or blue sky laws of
any jurisdiction in the United States in connection with the offer and sale of
the Notes;
                                        3
<PAGE>

          (vii) the execution and delivery of the Underwriting Agreement, the
Indenture or the Notes do not, and the performance by the Company of its
obligations thereunder will not, result in a violation of any Generally
Applicable Law ; and

          (viii) the Company is not required to register as an investment
company under the Investment Company Act of 1940, as amended.

          In addition, such opinion shall also contain a statement that such
counsel has participated in discussions concerning preparation of the
Registration Statement and the Final Prospectus with certain officers and
employees of the Company, with its auditors and with your representatives and
counsel. In such counsel's opinion, each of the Registration Statement and the
Final Prospectus (other than the financial statements and other financial data
contained therein or omitted therefrom and the Trustee's Statement of
Eligibility on Form T-1, as to which it shall express no opinion) appears on its
face to be appropriately responsive in all material respects to the requirements
of the Securities Act and the applicable rules and regulations of the Commission
thereunder.

          Such counsel shall also state that, subject to the limitations set
forth therein, on the basis of the information it gained in the course of
performing the services referred to therein, no facts came to its attention
which gave it reason to believe that (i) the Registration Statement (other than
the financial statements and other financial data contained therein or omitted
therefrom and the Trustee's Statement of Eligibility on Form T-1, as to which it
has not been requested to comment), as of the date on which the Report on Form
10-K of the Company for the year ended December 31, 2003 was filed or the date
of the Final Prospectus, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or (ii) the Final Prospectus (other
than the financial statements and other financial data contained therein or
omitted therefrom, as to which we have not been requested to comment), as of the
date of the Final Prospectus or the date hereof, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.















                                        4
<PAGE>
                                                                       EXHIBIT D

                      FORM OF OPINION OF LAWRENCE J. KNOPF

     (i)  the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware;

     (ii) the Company has corporate power and authority to own its properties
and to conduct its business as now being conducted and as described in the Final
Prospectus;

     (iii) the Company is duly qualified to do business as a foreign corporation
and is in good standing under the laws of each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not have a Material Adverse Effect;

     (iv) each Material Subsidiary has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has corporate power and authority to own its properties and
conduct its business as now being conducted and as described in the Final
Prospectus, and is duly qualified to do business as a foreign corporation and is
in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure so to qualify or to be in good standing would
not have a Material Adverse Effect;

     (v) except as otherwise described in the Registration Statement or the
Final Prospectus, all of the issued and outstanding capital stock of the Company
and each Material Subsidiary has been duly authorized and validly issued, are
fully paid and non-assessable and, to the best of my knowledge, all of the
issued and outstanding capital stock of each Material Subsidiary are owned by
the Company (except for directors' qualifying shares and shares held by
individuals for the purpose of satisfying the legal requirements of the
jurisdiction of incorporation), directly or through subsidiaries, free and clear
of any security interests, claims, liens or encumbrances;

     (vi) neither the execution and delivery of the Indenture, the issue and
sale of the Notes, nor the consummation of any other of the transactions
contemplated in the Underwriting Agreement nor the fulfillment of the terms of
the Underwriting Agreement will conflict with, result in a breach of, violate or
constitute a default under, the charter or by-laws of the Company or the terms
of any indenture or other material agreement or instrument known to me and to
which the Company or any of the Company's subsidiaries is a party or may be
bound (except for such conflicts, breaches, violations or defaults that would
not have a Material Adverse Effect), or any material judgment, decree, order
statute, rule or regulation known to me to be applicable to the Company or any
of the Company's subsidiaries of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction over the Company or
any of the Company's subsidiaries (except for such conflicts, breaches,
violations or defaults that would not have a Material Adverse Effect);

     (vii) to my knowledge (A) there are no pending or threatened legal or
governmental proceedings required to be described in the Final Prospectus which
are not
                                        5
<PAGE>

described as required and (B) there is no franchise, contract or other document
of a character required to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit, which is not described or filed as
required; and to my knowledge, the statements included or incorporated in the
Final Prospectus describing any legal proceedings or material contracts or
agreements relating to the Company fairly summarize such matters in all material
respects;

     (viii) the descriptions in the Registration Statement and the Final
Prospectus of statutes, contracts and other documents are accurate and fairly
present the information required to be shown in all material respects;

     (ix) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company;

          (x) the Indenture has been duly authorized, executed and delivered by
the Company; and

          (xi) the Notes have been duly authorized and executed by the Company;
and

          As Assistant General Counsel, I have reviewed, and lawyers under my
supervision have participated in the preparation of, the Registration Statement
and the Final Prospectus, and I and lawyers under my supervision have
participated in the preparation of, the documents incorporated by reference
therein. In examining the Registration Statement and the Final Prospectus, I
have necessarily assumed the correctness and completeness of the statements made
or included therein by the Company. However, in the course of performing my
duties as Assistant General Counsel of the Company, I and lawyers under my
supervision have participated in conferences with officers and representatives
of and accountants for the Company with respect to the matters contained in the
Registration Statement and the Final Prospectus, and no facts have come to my
attention which would lead me to believe that either (i) the Registration
Statement (except for the financial statements and schedules and other financial
or statistical data included or incorporated by reference therein and the
Statement of Eligibility of the Trustee on Form T-1, as to which I express no
opinion), at the time it became effective, or any amendment thereof made prior
to the date hereof as of the date of such amendment, contained an untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not misleading or
(ii) the Final Prospectus (except for the financial statements and schedules and
other financial or statistical data included or incorporated by reference
therein, as to which I express no opinion), as of its date and as of the date
hereof, contained or contains an untrue statement of a material fact or omitted
or omits to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.



                                        6
<PAGE>
                                                                  EXECUTION COPY

                          BOSTON SCIENTIFIC CORPORATION
                                 Debt Securities

                                 TERMS AGREEMENT

                                                        Dated: November 15, 2004


To:  Boston Scientific Corporation
     One Boston Scientific Place
     Natick, Massachusetts  01760-1537

Dear Sirs:

     We understand that Boston Scientific Corporation, a Delaware corporation
(the "Company"), proposes to issue and sell its Debt Securities (as described in
more detail below, the "Securities"). Subject to the terms and conditions set
forth herein or incorporated by reference herein, the underwriters named below
(the "Underwriters") hereby offer to purchase such Securities.

     The Securities to be purchased by the Underwriters, which are to be issued
under an Indenture to be dated on or about November 18, 2004 between the Company
and J.P. Morgan Trust Company, National Association, as Trustee and as
supplemented from time to time by supplemental indentures and/or modified from
time to time by resolutions of the Board of Directors of the Company as provided
in Section 301 of such Indenture, shall have the following terms:

     Principal Amount:             $250,000,000 of 4.250% notes due 2011
                                   $250,000,000 of 5.125% notes due 2017

     Dates of maturity:            January 12, 2011
                                   January 12, 2017

     Interest rates:               4.250% for the 2011 notes
                                   5.125% for the 2017 notes

     Interest payment dates:       January 12 and July 12, commencing
                                   January 12, 2005

     Public offering prices:       99.476% of principal amount of the 2011 notes
                                   99.926% of principal amount of the 2017 notes

     Purchase prices:              98.876% of principal amount of the 2011 notes
                                   99.251% of principal amount of the 2017 notes

     Redemption provisions:        As described in the Prospectus Supplement
                                   dated November 15, 2004

     Form of Securities:           Book Entry

     Delayed Delivery Contracts:   N/A
<PAGE>

     Aggregate Underwriting
     Discount:                     0.600% for the 2011 notes
                                   0.675% for the 2017 notes

     Purchase Price to be paid
     by Underwriters:              $247,190,000 for the 2011 notes
                                   $248,127,500 for the 2017 notes

     Closing date and location:    November 18, 2004
                                   Shearman & Sterling LLP
                                   599 Lexington Avenue
                                   New York, NY  10022

     Representatives:              Merrill Lynch, Pierce, Fenner & Smith
                                   Incorporated, UBS Securities LLC and
                                   Wachovia Capital Markets, LLC


     All of the provisions contained in the document entitled "Boston Scientific
Corporation Debt Securities, Underwriting Agreement-Basic Provisions," dated as
of November 15, 2004, a copy of which is attached hereto as Annex A, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in
full herein. Terms defined in such document are used herein as therein defined.
Each Underwriter agrees severally, subject to the terms and provisions of this
Terms Agreement, including the terms and provisions incorporated by reference
herein, to purchase the principal amount of Securities set forth opposite its
name.


================================================================================
                                                     PRINCIPAL       PRINCIPAL
                                                      AMOUNT          AMOUNT
                                                     OF 4.250%       OF 5.125%
UNDERWRITERS                                      NOTES DUE 2011  NOTES DUE 2017
--------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith
  Incorporated.................................... $ 50,000,000    $ 50,000,000
UBS Securities LLC................................   50,000,000      50,000,000
Wachovia Capital Markets, LLC.....................   50,000,000      50,000,000
ABN AMRO Incorporated.............................   17,500,000      17,500,000
Banc of America Securities LLC....................   17,500,000      17,500,000
BNP Paribas Securities Corp. .....................   17,500,000      17,500,000
Deutsche Bank Securities Inc. ....................   17,500,000      17,500,000
J.P. Morgan Securities Inc. ......................   17,500,000      17,500,000
Allied Irish Banks, p.l.c. .......................    2,500,000       2,500,000
BBVA Securities Inc...............................    2,500,000       2,500,000
Greenwich Capital Markets, Inc. ..................    2,500,000       2,500,000
KeyBanc Capital Markets, a division of
  McDonald Investments Inc. ......................    2,500,000       2,500,000
Mellon Financial Markets, LLC.....................    2,500,000       2,500,000
                                                   ------------    ------------
  Total                                            $250,000,000    $250,000,000
                                                   ============    ============

     Any notice by the Company to the Underwriters pursuant to this Terms
Agreement shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication addressed to:
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Four World Financial Center,
New York, New York 10281, Attention: Wylie Collins, Tel.: (212) 449-0350, Fax.:
(212) 449-6700.
<PAGE>

     The Company acknowledges that the names of the Representatives on the cover
page, the names of the Underwriters and their respective allocations of Notes
found in the first paragraph and in the second sentence of the third paragraph,
the fourth, sixth and tenth paragraphs under the caption "Underwriting" in the
Final Prospectus constitute the only information furnished in writing by or on
behalf of any Underwriter expressly for use in the Registration Statement
relating to the Securities as originally filed or in any amendment thereof, any
related Preliminary Prospectus or the Final Prospectus or in any amendment
thereof or supplement thereto, as the case may be.


<PAGE>

     Please accept this offer by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.



                                     Acting on behalf of themselves and as the
                                     Representatives of the several Underwriters

                                     By  MERRILL LYNCH, PIERCE, FENNER & SMITH
                                         INCORPORATED


                                     By  /s/ Wylie Collins
                                         -----------------------------------
                                         Name:  Wylie Collins
                                         Title: Managing Director



                                     By  UBS SECURITIES LLC


                                     By  /s/ Christopher Forshner
                                         -----------------------------------
                                         Name:  Christopher Forshner
                                         Title: Managing Director


                                     By  /s/ Michael Ravanesi
                                         -----------------------------------
                                         Name:  Michael Ravanesi
                                         Title: Director



                                     By  WACHOVIA CAPITAL MARKETS, LLC


                                     By  /s/ Steven J. Taylor
                                         -----------------------------------
                                         Name:  Steven J. Taylor
                                         Title: Managing Director
Accepted:

BOSTON SCIENTIFIC CORPORATION


By  /s/ Milan Kofol
    ----------------------------------
    Name: Milan Kofol
    Title:  Vice President, Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>exh4-1_13106.txt
<DESCRIPTION>INDENTURE DATED AS OF NOVEMBER 15, 2004
<TEXT>
                                                                     EXHIBIT 4.1
                                                                     -----------

                                                                  EXECUTION COPY
================================================================================





                          BOSTON SCIENTIFIC CORPORATION

                                       TO

                           J.P. MORGAN TRUST COMPANY,

                              NATIONAL ASSOCIATION,

                                   as Trustee

                            _________________________



                                    Indenture

                          Dated as of November 18, 2004



                            _________________________




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



<PAGE>



                          BOSTON SCIENTIFIC CORPORATION

               Reconciliation and tie between Trust Indenture Act

              of 1939 and Indenture, dated as of November 18, 2004

     TRUST INDENTURE                                       INDENTURE SECTION
     ---------------                                       -----------------
       ACT SECTION
       -----------


Sec.  310(a)(1)             ............................   607
         (a)(2)             ............................   607
         (b)                ............................   608
Sec.  312(c)                ............................   701
Sec.  314(a)                ............................   703
         (a)(4)             ............................   1004
         (c)(1)             ............................   102
         (c)(2)             ............................   102
         (e)                ............................   102
Sec.  315(b)                ............................   601
Sec.  316(a)(last
         sentence)          ............................   101 ("Outstanding")
         (a)(1)(A)          ............................   502, 512
         (a)(1)(B)          ............................   513
         (b)                ............................   508
         (c)                ............................   104(c)
Sec.  317(a)(1)             ............................   503
         (a)(2)             ............................   504
         (b)                ............................   1003
Sec.  318(a)                ............................   111
______________
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

PARTIES  1

RECITALS OF THE COMPANY.......................................................1

                                   ARTICLE One

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions......................................................1
SECTION 102. Compliance Certificates and Opinions............................11
SECTION 103. Form of Documents Delivered to Trustee..........................12
SECTION 104. Acts of Holders.................................................12
SECTION 105. Notices, etc. to Trustee and Company............................14
SECTION 106. Notice to Holders; Waiver.......................................14
SECTION 107. Effect of Headings and Table of Contents........................15
SECTION 108. Successors and Assigns..........................................15
SECTION 109. Separability Clause.............................................16
SECTION 110. Benefits of Indenture...........................................16
SECTION 111. Governing Law...................................................16
SECTION 112. Legal Holidays..................................................16
SECTION 113. No Recourse.....................................................16

                                   ARTICLE Two

                                 SECURITY FORMS

SECTION 201. Forms Generally.................................................17
SECTION 202. Form of Trustee's Certificate of Authentication.................17
SECTION 203. Securities Issuable in Global Form..............................18

                                  ARTICLE Three

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series............................19
SECTION 302. Denominations...................................................22
SECTION 303. Execution, Authentication, Delivery and Dating..................23
SECTION 304. Temporary Securities............................................25
SECTION 305. Registration, Registration of Transfer and Exchange.............27
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities................31
SECTION 307. Payment of Interest; Interest Rights Preserved;
             Optional Interest Reset.........................................32
SECTION 308. Optional Extension of Stated Maturity...........................34

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

                                        i
<PAGE>

SECTION 309. Persons Deemed Owners...........................................35
SECTION 310. Cancellation....................................................36
SECTION 311. Computation of Interest.........................................36
SECTION 312. Currency and Manner of Payments in Respect of Securities........36
SECTION 313. Appointment and Resignation of Successor Exchange
             Rate Agent......................................................39

                                  ARTICLE Four

                           SATISFACTION AND DISCHARGE

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

                                  ARTICLE Five

                                    REMEDIES

SECTION 501. Events of Default...............................................42
SECTION 502. Acceleration of Maturity; Rescission and Annulment..............43
SECTION 503. Collection of Indebtedness and Suits for Enforcement
             by Trustee......................................................44
SECTION 504. Trustee May File Proofs of Claim................................44
SECTION 505. Trustee May Enforce Claims Without Possession of Securities.....45
SECTION 506. Application of Money Collected..................................45
SECTION 507. Limitation on Suits.............................................46
SECTION 508. Unconditional Right of Holders to Receive Principal,
             Premium and Interest............................................47
SECTION 509. Restoration of Rights and Remedies..............................47
SECTION 510. Rights and Remedies Cumulative..................................47
SECTION 511. Delay or Omission Not Waiver....................................47
SECTION 512. Control by Holders..............................................47
SECTION 513. Waiver of Past Defaults.........................................48
SECTION 514. Waiver of Stay or Extension Laws................................48

                                   ARTICLE Six

                                   THE TRUSTEE

SECTION 601. Notice of Defaults..............................................48
SECTION 602. Certain Duties, Responsibilities and Rights of Trustee..........49
SECTION 603. Trustee Not Responsible for Recitals or Issuance of
             Securities......................................................51
SECTION 604. May Hold Securities.............................................51
SECTION 605. Money Held in Trust.............................................51
SECTION 606. Compensation and Reimbursement..................................52
SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
             Interests; Disqualification.....................................52
SECTION 608. Resignation and Removal; Appointment of Successor...............53
SECTION 609. Acceptance of Appointment by Successor..........................54
SECTION 610. Merger, Conversion, Consolidation or Succession to Business.....55
SECTION 611. Appointment of Authenticating Agent.............................56

                                       ii
<PAGE>

                                  ARTICLE Seven

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders....................57
SECTION 702. Reports by Trustee..............................................57
SECTION 703. Reports by Company..............................................58

                                  ARTICLE Eight

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, etc., Only on Certain Terms............58
SECTION 802. Successor Person Substituted....................................59

                                  ARTICLE Nine

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders..............59
SECTION 902. Supplemental Indentures with Consent of Holders.................61
SECTION 903. Execution of Supplemental Indentures............................62
SECTION 904. Effect of Supplemental Indentures...............................62
SECTION 905. Conformity with Trust Indenture Act.............................62
SECTION 906. Reference in Securities to Supplemental Indentures..............62
SECTION 907. Notice of Supplemental Indentures...............................62
SECTION 908. Effect on Senior Indebtedness...................................62

                                   ARTICLE Ten

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium, if any, and Interest............62
SECTION 1002. Maintenance of Office or Agency................................63
SECTION 1003. Money for Securities Payments to Be Held in Trust..............64
SECTION 1004. Statement as to Compliance.....................................65
SECTION 1005. Additional Amounts.............................................66
SECTION 1006. Payment of Taxes and Other Claims..............................67
SECTION 1007. Maintenance of Principal Properties............................67
SECTION 1008. Corporate Existence............................................67
SECTION 1009. Limitation on Liens............................................67
SECTION 1010. Waiver of Certain Covenants....................................68

                                 ARTICLE Eleven

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.......................................69

                                       iii
<PAGE>

SECTION 1102. Election to Redeem; Notice to Trustee..........................69
SECTION 1103. Selection by Trustee of Securities to Be Redeemed..............69
SECTION 1104. Notice of Redemption...........................................70
SECTION 1105. Deposit of Redemption Price....................................71
SECTION 1106. Securities Payable on Redemption Date..........................71
SECTION 1107. Securities Redeemed in Part....................................72

                                 ARTICLE Twelve

                                  SINKING FUNDS

SECTION 1201. Applicability of Article.......................................72
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities..........72
SECTION 1203. Redemption of Securities for Sinking Fund......................73

                                ARTICLE Thirteen

                         REPAYMENT AT OPTION OF HOLDERS

SECTION 1301. Applicability of Article.......................................74
SECTION 1302. Repayment of Securities........................................74
SECTION 1303. Exercise of Option.............................................74
SECTION 1304. When Securities Presented for Repayment Become Due
              and Payable....................................................75
SECTION 1305. Securities Repaid in Part......................................76

                                ARTICLE Fourteen

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or Covenant
              Defeasance.....................................................76
SECTION 1402. Defeasance and Discharge.......................................76
SECTION 1403. Covenant Defeasance............................................77
SECTION 1404. Conditions to Defeasance or Covenant Defeasance................77
SECTION 1405. Deposited Money and Government Obligations to Be
              Held in Trust; Other Miscellaneous Provisions..................79
SECTION 1406. Reinstatement..................................................79

                                 ARTICLE Fifteen

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be Called......................80
SECTION 1502. Call, Notice and Place of Meetings.............................80
SECTION 1503. Persons Entitled to Vote at Meetings...........................80
SECTION 1504. Quorum; Action.................................................81
SECTION 1505. Determination of Voting Rights; Conduct and
              Adjournment of Meetings........................................82
SECTION 1506. Counting Votes and Recording Action of Meetings................82

                                       iv
<PAGE>

                                 ARTICLE Sixteen

                           SUBORDINATION OF SECURITIES

SECTION 1601. Agreement to Subordinate.......................................83
SECTION 1602. Distribution on Dissolution, Liquidation and
              Reorganization; Subrogation of Securities......................83
SECTION 1603. No Payment on Securities in Event of Default on
              Senior Indebtedness............................................85
SECTION 1604. Payments on Securities Permitted...............................85
SECTION 1605. Authorization of Holders to Trustee to Effect
              Subordination..................................................85
SECTION 1606. Notices to Trustee.............................................86
SECTION 1607. Trustee as Holder of Senior Indebtedness.......................86
SECTION 1608. Modifications of Terms of Senior Indebtedness..................86
SECTION 1609. Reliance on Judicial Order or Certificate of
              Liquidating Agent..............................................87
SECTION 1610. Satisfaction and Discharge; Defeasance and
              Covenant Defeasance............................................87


EXHIBIT A     FORMS OF CERTIFICATION














                                        v
<PAGE>

                  INDENTURE, dated as of November 18, 2004, between BOSTON
SCIENTIFIC CORPORATION, a corporation duly organized and existing under the laws
of the State of Delaware (herein called the "Company"), having its principal
office at One Boston Scientific Place, Natick, Massachusetts 01760-1537, and
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association,
as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
senior or subordinated debentures, notes or other evidences of indebtedness
(herein called the "Securities"), which may be convertible into or exchangeable
for any securities of any person (including the Company), to be issued in one or
more series as in this Indenture provided.

                  This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE One

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

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

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

<PAGE>

         principles" with respect to any computation required or permitted
         hereunder shall mean such accounting principles as are generally
         accepted at the date of such computation; and

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

                  Certain terms, used principally in Article Three, are defined
in that Article.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

                  "Additional Amounts" has the meaning specified in Section
1005.

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

                  "Authenticating Agent" means any Person appointed by the
Trustee to act on behalf of the Trustee pursuant to Section 611 to authenticate
Securities.

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

                  "Bearer Security" means any Security except a Registered
Security.

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

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

                  "Business Day", when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law or executive order to close.

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

                                        2
<PAGE>

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

                  "Common Depositary" has the meaning specified in Section 304.

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

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

                  "Consolidated Intangibles" means at any time, all amounts
included in the Consolidated Net Worth of the Company at such time which, in
accordance with GAAP, would be classified as intangible assets, net of
accumulated amortization, on a consolidated balance sheet of the Company and its
Subsidiaries, including, without limitation, (a) goodwill, net of accumulated
amortization, (other than negative goodwill), including any amounts (however
designated on the balance sheet) representing the cost of acquisitions or
investments in excess of the sum of (i) underlying net tangible assets and (ii)
purchased research and development to the extent such costs will be expensed
within 12 months of such acquisition or investment, or within 12 months from the
time identification of such costs is required, and (b) patents, trademarks,
copyrights and other intangibles, net of accumulated amortization.

                  "Consolidated Net Worth" means at any time, all amounts which
would, in accordance with GAAP, be included under shareholders' equity or
classified as temporary equity, as prescribed by the Financial Accounting
Standards Board or by the Commission (i.e. contingent stock repurchase
obligations), on a consolidated balance sheet of the Company and its
Subsidiaries as at such time, plus special charges (which would be designated as
merger-related charges and expenses in the notes to the Company's audited annual
consolidated financial statements) incurred in merging of operations related to
mergers and acquisitions.

                  "Consolidated Tangible Assets" means at any date, the
Consolidated Total Assets minus (without duplication) the net book value of all
assets which would be treated as intangible assets, as determined on a
consolidated basis in accordance with GAAP.

                  "Consolidated Total Assets" means, at any date, the net book
value of all assets of the Company and its subsidiaries as determined on a
consolidated basis in accordance with GAAP.

                  "Conversion Date" has the meaning specified in Section 312(d).

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such Currency and by
a central bank or other public institution of or within the international
banking community for the settlement of transactions, (ii) the ECU both within
the European Monetary System and for the settlement of transactions by

                                       3
<PAGE>

public institutions of or within the European Union or (iii) any currency unit
(or composite currency) other than the ECU for the purposes for which it was
established.

                  "Corporate Trust Office" means the office of the Trustee in
Boston, Massachusetts, at which at any particular time its corporate trust
business shall be administered, which office on the date of execution of this
Indenture is located at 50 Rowes Wharf, 4th Floor, Boston, Massachusetts 02110,
Attention: Institutional Trust Services, or such other office or address as the
Trustee may designate from time to time by notice to the Company, except that
with respect to presentation or surrender of Securities for payment, for
registration of transfer or exchange or for conversion or exchange, or notices
and demands to or upon the Company in respect of Securities and this Indenture
may be served, and if and to the extent that the Trustee is to act as agent of
the Company as contemplated herein, such term shall mean the office or agency of
the Trustee at which, at any particular time, its corporate agency business
shall be conducted.

                  "corporation" includes corporations, associations, companies
and business or statutory trusts.

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

                  "Currency" means any currency or currencies, composite
currency or currency unit or currency units, including, without limitation, the
ECU, issued by the government of one or more countries or by any recognized
confederation or association of such governments.

                  "Debt" means notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed.

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

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

                  "Depositary" means, with respect to Registered Securities of
any series, for which the Company shall determine that such Registered
Securities will be issued in permanent global form, The Depository Trust
Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Securities and Exchange Act of 1934,
as amended (the "EXCHANGE ACT"), or other applicable statute or regulations,
which in each case, shall be designated by the Company pursuant to Section 301.

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

                  "Dollar Equivalent of the Currency Unit" has the meaning
specified in Section 312(g).

                  "Dollar Equivalent of the Foreign Currency" has the meaning
specified in Section 312(f).

                                        4
<PAGE>

                  "Euro" means the basic unit of currency among participating
European Union countries, as revised or replaced from time to time.

                  "Election Date" has the meaning specified in Section 312(h).

                  "Euroclear" means Euroclear Bank S.A./N.V. as operator of
Euroclear System, and any successor thereto.

                  "European Union" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community, as
may be modified from time to time.

                  "European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

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

                  "Exchange Date" has the meaning specified in Section 304.

                  "Exchange Rate Agent" means, with respect to Securities of or
within any series, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank, designated pursuant to
Section 301 or Section 313.

                  "Exchange Rate Officer's Certificate" means a tested telex or
a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section
302 in the relevant Currency), payable with respect to a Security of any series
on the basis of such Market Exchange Rate, sent (in the case of a telex) or
signed (in the case of a certificate) by the Treasurer or any Vice President of
the Company.

                  "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11
of the United States Code, as amended from time to time.

                  "Foreign Currency" means any Currency other than Currency of
the United States.

                  "Government Obligations" means, unless otherwise specified
with respect to any series of Securities pursuant to Section 301, securities
which are (i) direct obligations of the government which issued the Currency in
which the Securities of a particular series are payable or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the government which issued the Currency in which the Securities of such series
are payable, the payment of which is unconditionally guaranteed by such
government, which, in either case, are full faith and credit obligations of such
government payable in such Currency and are not callable or redeemable at the
option of the issuer thereof and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depository

                                        5
<PAGE>

receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest or principal of the
Government Obligation evidenced by such depository receipt.

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

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; PROVIDED, HOWEVER, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

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

                  "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity at the rate prescribed in such Original Issue
Discount Security.

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

                  "Lien" means any pledge, mortgage, lien, charge, encumbrance
or security interest.

                  "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 301
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency, the
spot rate at noon local time in the relevant market at which, in

                                        6
<PAGE>

accordance with normal banking procedures, the Dollars or Foreign Currency into
which conversion is being made could be purchased with the Foreign Currency from
which conversion is being made from major banks located in either New York City,
London or any other principal market for Dollars or such purchased Foreign
Currency, in each case determined by the Exchange Rate Agent. Unless otherwise
specified with respect to any Securities pursuant to Section 301, in the event
of the unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or another principal
market for the Currency in question, or such other quotations as the Exchange
Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange
Rate Agent, if there is more than one market for dealing in any Currency by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such Currency shall be that upon which a non-resident issuer of
securities designated in such Currency would purchase such Currency in order to
make payments in respect of such securities.

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

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

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, including an employee of the Company, and who
shall be acceptable to the Trustee.

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

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

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

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

                                        7
<PAGE>

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) above) of
such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 301, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.

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

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

                                        8
<PAGE>

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

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

                  "Principal Property" means any plant, warehouse, technology
center or other property, together with the land upon which it is erected and
fixtures comprising a part thereof, owned by the Company or any Restricted
Subsidiary and located in the United States, the gross book value (without
deduction of any reserve for depreciation) of which on the date as of which the
determination is being made is an amount which exceeds 10% of Consolidated Net
Worth, other than any such plant, warehouse, technology center or other property
or any portion thereof (together with the land upon which it is erected and
fixtures comprising a part thereof) which, in the opinion of the Board of
Directors, is not of material importance to the total business conducted by the
Company and its Subsidiaries, taken as a whole.

                  "Receivables" means any accounts receivable of any Person,
including without limitation, any thereof constituting or evidenced by chattel
paper, instruments or intangibles (as defined in the Uniform Commercial Code of
the State of New York), and all proceeds thereof and rights (contractual and
other) and collateral related thereto.

                  "Receivables Transaction" means any transactions or series of
related transactions providing for the financing of Receivables of the Company
or any of its subsidiaries.

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

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

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

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301.

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

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

                                        9
<PAGE>

                  "Responsible Officer", when used with respect to the Trustee,
shall mean any officer of the Trustee within the Conventional Debt unit of
Institutional Trust Services (or any successor unit or department) of the
Trustee located at the Corporate Trust Office of the Trustee who has direct
responsibility for administration of this Indenture and, for purposes of Section
601 or subparagraph (3)(b) of the first paragraph of Section 602 hereof, also
includes any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

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

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

                  "Senior Indebtedness" means the principal of (and premium, if
any) and unpaid interest on (x) indebtedness of the Company (including
indebtedness of others guaranteed by the Company), whether outstanding on the
date hereof or thereafter created, incurred, assumed or guaranteed, for money
borrowed other than (a) any indebtedness of the Company which when incurred and
without respect to any election under Section 1111(b) of the Federal Bankruptcy
Code, was without recourse to the Company, (b) any Indebtedness of the Company
to any of its subsidiaries, (c) Indebtedness to any employee of the Company, (d)
any liability for taxes and (e) Trade Payables, unless in the instrument
creating or evidencing the same or pursuant to which the same is outstanding it
is provided that such indebtedness is not senior or prior in right of payment to
the Securities, and (y) renewals, extensions, modifications and refundings of
any such indebtedness. This definition may be modified or superceded by a
supplemental indenture.

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

                  "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security or a coupon representing such installment of interest
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

                  "Subsidiary" means any corporation of which at the time of
determination the Company, directly and/or indirectly through one or more
Subsidiaries, owns more than 50% of the shares of Voting Stock.

                  "Trade Payables" means accounts payable or any other
indebtedness or monetary obligations to trade creditors created or assumed by
the

                                       10
<PAGE>

Company or any Subsidiary of the Company in the ordinary course of business in
connection with the obtaining of materials or services.

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

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

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

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

                  "Valuation Date" has the meaning specified in Section 312(c).

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

                  "Voting Stock" means stock of the class or classes having
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of a corporation (irrespective
of whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).

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

                  SECTION 102. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenant compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this

                                       11
<PAGE>

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

Every certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than pursuant to Section 1004)
shall include:

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

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

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

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

                  SECTION 103. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

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

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

                  SECTION 104. Acts of Holders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of
all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing. If Securities of
a series are

                                       12
<PAGE>

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

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

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

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

                  (d) If the Company shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company

                                       13
<PAGE>

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

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

                  SECTION 105. Notices, etc. to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other documents provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         ATTENTION: INSTITUTIONAL TRUST SERVICES WITH A COPY TO JPMORGAN CHASE
         BANK, TRANSACTION FINANCIAL MANAGEMENT, INSTITUTIONAL TRUST
         SERVICES/TFM, 4 NEW YORK PLAZA, 15TH FLOOR, NEW YORK, NEW YORK 10004,
         or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid or by overnight delivery service, to the Company addressed to
         it at the address of its principal office specified in the first
         paragraph of this Indenture or at any other address previously
         furnished in writing to the Trustee by the Company.

                  SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice of any event to Holders of Registered Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each such Holder affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so

                                       14
<PAGE>

mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

                  In case, by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be impractical to
mail notice of any event to Holders of Registered Securities when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be sufficient giving of such notice for every purpose hereunder.

                  Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be sufficiently given to Holders of Bearer Securities if published
in an Authorized Newspaper in The City of New York and in such other city or
cities as may be specified in such Securities on a Business Day at least twice,
the first such publication to be not earlier than the earliest date, and not
later than the latest date, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of the first such
publication.

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

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

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

                  SECTION 107. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 108. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

                                       15
<PAGE>

                  SECTION 109. Separability Clause. In case any provision in
this Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                  SECTION 110. Benefits of Indenture. Nothing in this Indenture
or in the Securities or coupons, express or implied, shall give to any Person,
other than the parties hereto, any Authenticating Agent, any Paying Agent, any
Securities Registrar and their successors hereunder and the Holders of
Securities or coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

                  SECTION 111. Governing Law. THIS INDENTURE AND THE SECURITIES
AND COUPONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK. THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST
INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE
EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.

                  SECTION 112. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, sinking fund payment date or Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of any Security
or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section),
payment of principal (or premium, if any) or interest, if any, need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date or sinking fund payment date, or
at the Stated Maturity or Maturity; provided that no interest shall accrue for
the period from and after such Interest Payment Date, Redemption Date, sinking
fund payment date, Stated Maturity or Maturity, as the case may be.

                  SECTION 113. No Recourse. No recourse for the payment of the
principal of or premium, if any, or interest on any Security or any coupons
appertaining thereto, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security or any coupons appertaining thereto, or because of the creation of any
indebtedness represented thereby, shall be had against any director, officer,
employee, or stockholder as such, past, present or future, of the Company or any
of its Affiliates or any successor Person of the Company, either directly or
through the Company or any of its Affiliates or any successor Person of the
Company, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Securities.

                                       16
<PAGE>

                                   ARTICLE Two

                                 SECURITY FORMS

                  SECTION 201. Forms Generally. The Registered Securities, if
any, of each series and the Bearer Securities, if any, of each series and
related coupons shall be in substantially the forms as shall be established by,
or pursuant to a Board Resolution or, subject to Section 303, set forth in, or
determined in the manner provided in, an Officer's Certificate pursuant to a
Board Resolution, or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Securities or coupons, as evidenced by their execution of the Securities or
coupons. If the forms of Securities or coupons of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or Assistant Secretary of the
Company, and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities or coupons. Any portion of the text of any Security may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the
Security.

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

                  The Trustee's certificate of authentication on all Securities
shall be in substantially the form set forth in this Article.

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

                  SECTION 202. Form of Trustee's Certificate of Authentication.
Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  Dated:  ____________________

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

                                                     J.P. MORGAN TRUST COMPANY,
                                                       NATIONAL ASSOCIATION,
                                                       as Trustee

                                       17
<PAGE>

                                                     By: _______________________
                                                         Authorized Officer

                  SECTION 203. Securities Issuable in Global Form. If Securities
of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (8) of Section 301, any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities of such series from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities of such series
represented thereby may from time to time be increased or decreased to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject
to the provisions of Section 303 and, if applicable, Section 304, the Trustee
shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section
304 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

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

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

                  Notwithstanding the provisions of Section 309 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.










                                       18
<PAGE>

                                  ARTICLE Three

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited. The Securities may be subordinated in right of payment
to Senior Indebtedness as provided in Article Sixteen.

                  The Securities may be issued in one or more series. There
shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303, set forth
in, or determined in the manner provided in, an Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (17) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series
when issued from time to time):

                  (1) the form and title of the Securities of the series (which
         shall distinguish the Securities of the series from all other series of
         Securities) and whether such Securities are senior or subordinated;

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

                  (3) the date or dates, or the method by which such date or
         dates will be determined or extended, on which the principal of the
         Securities of the series is payable;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method by which such rate or rates
         shall be determined, the date or dates from which such interest shall
         accrue, or the method by which such date or dates shall be determined,
         the Interest Payment Dates on which such interest shall be payable, the
         right, if any, of the Company to defer or extend an Interest Payment
         Date, and the Regular Record Date, if any, for the interest payable on
         any Registered Security on any Interest Payment Date, or the method by
         which such date or dates shall be determined, and the basis upon which
         interest shall be calculated if other than on the basis of a 360-day
         year of twelve 30-day months;

                  (5) the place or places, if any, other than or in addition to
         the Borough of Manhattan, The City of New York, where the principal of
         (and premium, if any) and interest, if any, on Securities of the series
         shall be payable, where any Registered Securities of the series may be
         surrendered for registration of transfer, where Securities of the
         series may be surrendered for exchange, where Securities of the series
         that are convertible or exchangeable may be surrendered for conversion
         or exchange, as applicable and, if different than the location
         specified in Section 106, the place or places

                                       19
<PAGE>

         where notices or demands to or upon the Company in respect of the
         Securities of the series and this Indenture may be served;

                  (6) the period or periods within which, the price or prices at
         which, the Currency in which, and other terms and conditions upon which
         Securities of the series may be redeemed, in whole or in part, at the
         option of the Company or a Holder thereof, if the Company or such
         Holder is to have that option;

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

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

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

                  (10) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series that shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502 or the method by which such portion shall be
         determined;

                  (11) if other than Dollars, the Currency in which payment of
         the principal of (or premium, if any) or interest, if any, on the
         Securities of the series shall be payable or in which the Securities of
         the series shall be denominated and the particular provisions
         applicable thereto in accordance with, in addition to or in lieu of any
         of the provisions of Section 312;

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

                  (13) whether the principal of (or premium, if any) or
         interest, if any, on the Securities of the series are to be payable, at
         the election of the Company or a Holder thereof, in a Currency other
         than that in which such Securities are denominated or stated to be
         payable, the period or periods within which (including the Election
         Date), and the terms and conditions upon which, such election may be
         made, and the time and manner of determining the exchange rate between
         the Currency in which such Securities are denominated or stated to be
         payable and the Currency in which such Securities are to be

                                       20
<PAGE>

         so payable, in each case in accordance with, in addition to or in lieu
         of any of the provisions of Section 312;

                  (14) the designation of the initial Exchange Rate Agent, if
         any, or any depositaries;

                  (15) the applicability, if any, of Sections 1402 and/or 1403
         to the Securities of the series and any provisions in modification of,
         in addition to or in lieu of any of the provisions of Article Fourteen
         that shall be applicable to the Securities of the series;

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

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

                  (18) whether Securities of the series are to be issuable as
         Registered Securities, Bearer Securities (with or without coupons) or
         both, any restrictions applicable to the offer, sale or delivery of
         Bearer Securities, whether such Securities of any series are to be
         issuable initially in temporary global form and whether any Securities
         of the series are to be issuable in permanent global form with or
         without coupons and, if so, whether beneficial owners of interests in
         any such permanent global Security may exchange such interests for
         Securities of such series and of like tenor of any authorized form and
         denomination and the circumstances under which any such exchanges may
         occur, if other than in the manner provided in Section 305, whether
         Registered Securities of the series may be exchanged for Bearer
         Securities of the series (if permitted by applicable laws and
         regulations), and the circumstances under which and the place or places
         where any such exchanges may be made and if Securities of the series
         are to be issuable in global form, the identity and any temporary
         global security representing Outstanding Securities of any initial
         depository therefor;

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

                  (20) the Person to whom any interest on any Registered
         Security of the series shall be payable, if other than the Person in
         whose name that Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, the manner in which, or the Person to whom, any interest on
         any Bearer Security of the series shall be payable, if otherwise than
         upon presentation and surrender of the coupons appertaining thereto as
         they severally mature, and the extent to which, or the manner in which,
         any interest payable on a temporary global Security on an Interest
         Payment Date will be paid if other than in the manner provided in
         Section 304;

                  (21) if Securities of the series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security of such series) only upon

                                       21
<PAGE>

         receipt of certain certificates or other documents or satisfaction of
         other conditions, the form and/or terms of such certificates, documents
         or conditions;

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

                  (23) whether, under what circumstances and the Currency in
         which the Company will pay Additional Amounts as contemplated by
         Section 1005 on the Securities of the series to any Holder who is not a
         United States person (including any modification to the definition of
         such term) in respect of any tax, assessment or governmental charge
         and, if so, whether the Company will have the option to redeem such
         Securities rather than pay such Additional Amounts (and the terms of
         any such option);

                  (24) if the Securities of the series are to be convertible
         into or exchangeable for any securities of any Person (including the
         Company), the terms and conditions upon which such Securities will be
         so convertible or exchangeable;

                  (25) whether the Securities of such series are subject to
         subordination and the terms of such subordination; and

                  (26) any other terms, conditions, rights and preferences (or
         limitations on such rights and preferences) relating to the series
         (which terms shall not be inconsistent with the requirements of the
         Trust Indenture Act or the provisions of this Indenture).

                  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution or pursuant to
authority granted by one or more Board Resolutions (subject to Section 303) and
set forth in such Officer's Certificate or in any such indenture supplemental
hereto. Not all Securities of any one series need be issued at the same time,
and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.

                  If any of the terms of the series are established by action
taken pursuant to one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions, such Board Resolutions shall be delivered to
the Trustee at or prior to the issuance of the first Security of such series.

                  SECTION 302. Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by
Section 301. With respect to Securities of any series denominated in Dollars, in
the absence of any such provisions, the Registered Securities of such series,
other than Registered Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series, other than the Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in the denomination of $5,000.

                                       22
<PAGE>

                  SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities and any coupons appertaining thereto shall be executed on behalf
of the Company by its Chairman, its President or a Vice President, under its
corporate seal affixed thereto or reproduced thereon attested by its Secretary
or an Assistant Secretary. The signature of any of these officers on the
Securities or coupons may be the manual or facsimile signatures of the present
or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
together with any coupon appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture, dated no earlier than 15 days prior to the earlier of the
date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner's interest in
such permanent global Security. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. If not all
the Securities of any series are to be issued at one time and if the Board
Resolution, Officer's Certificate pursuant to a Board Resolution, or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining terms of particular Securities of such series
such as interest rate, stated maturity, date of issuance and date from which
interest shall accrue.

                  In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating in effect (subject to customary
exceptions):

                  (a) that the form or forms of such Securities and any coupons
         have been established in conformity with the provisions of this
         Indenture;

                                       23
<PAGE>

                  (b) that the terms of such Securities and any coupons have
         been established in conformity with the provisions of this Indenture;

                  (c) that such Securities, together with any coupons
         appertaining thereto, when completed by appropriate insertions and
         executed and delivered by the Company to the Trustee for authentication
         in accordance with this Indenture, authenticated and delivered by the
         Trustee in accordance with this Indenture and issued by the Company in
         the manner and subject to any conditions specified in such Opinion of
         Counsel, will be the legal, valid and binding obligations of the
         Company, enforceable against the Company in accordance with their
         terms, subject to the effect of any applicable bankruptcy, insolvency,
         reorganization, moratorium and other similar laws affecting creditors'
         rights generally (including without limitation on all laws relating to
         fraudulent transfers), to general principles of equity;

                  (d) that all laws and requirements in respect of the execution
         and delivery by the Company of such Securities, any coupons and of the
         supplemental indentures, if any, have been complied with and that
         authentication and delivery of such Securities and any coupons and the
         execution and delivery of the supplemental indenture, if any, by the
         Trustee will not violate the terms of the Indenture;

                  (e) that the Company has the corporate power to issue such
         Securities and any coupons, and has duly taken all necessary corporate
         action with respect to such issuance; and

                  (f) that the issuance of such Securities and any coupons will
         not contravene the articles of incorporation or by-laws of the Company
         or result in any violation of any of the terms or provisions of any law
         or regulation or of any indenture, mortgage or other agreement known to
         such Counsel by which the Company is bound.

                  Notwithstanding the provisions of Section 301 and of the
preceding two paragraphs, if not all the Securities of any series are to be
issued at one time, it shall not be necessary to deliver the Officer's
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to the preceding two paragraphs
prior to or at the time of issuance of each Security, but such documents shall
be delivered prior to or at the time of issuance of the first Security of such
series.

                  The Trustee shall not be required to authenticate and deliver
any such Securities if the issue of such Securities pursuant to this Indenture
will affect the Trustee's own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.

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

                  No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be

                                       24
<PAGE>

conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture.

                  Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 310 together with a written statement (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

                  SECTION 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form or, if authorized, in
bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as
conclusively the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

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

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

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

                                       25
<PAGE>

equal to the principal amount of such temporary global Security, executed by the
Company. On or after the Exchange Date such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary global Security, an
equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such temporary
global Security to be exchanged. The definitive Securities to be delivered in
exchange for any such temporary global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial
owner thereof; provided, however, that, unless otherwise specified in such
temporary global Security, upon such presentation by the Common Depositary, such
temporary global Security is accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by Euroclear as to the portion of such
temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security held for its
account then to be exchanged, each in the form set forth in Exhibit A-2 to this
Indenture (or in such other form as may be established pursuant to Section 301);
and provided further that definitive Bearer Securities shall be delivered in
exchange for a portion of a temporary global Security only in compliance with
the requirements of Section 303.

                  Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series
and of like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such Person does not take delivery of such definitive Securities in person at
the offices of Euroclear or Clearstream. Definitive Securities in bearer form to
be delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

                  Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other form as may be
established pursuant to Section 301), for credit without further interest
thereon on or after such

                                       26
<PAGE>

Interest Payment Date to the respective accounts of the Persons who are the
beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1
to this Indenture (or in such other form as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section and of the third
paragraph of Section 303 of this Indenture and the interests of the Persons who
are the beneficial owners of the temporary global Security with respect to which
such certification was made will be exchanged for definitive Securities of the
same series and of like tenor on the Exchange Date or the date of certification
if such date occurs after the Exchange Date, without further act or deed by such
beneficial owners. Except as otherwise provided in this paragraph, no payments
of principal (or premium, if any) or interest, if any, owing with respect to a
beneficial interest in a temporary global Security will be made unless and until
such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and
Clearstream and not paid as herein provided shall be returned to the Trustee
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company in accordance with (but otherwise
subject to) Section 1003.

                  SECTION 305. Registration, Registration of Transfer and
Exchange. The Company or the Trustee shall cause to be kept at the Corporate
Trust Office of the Trustee a register for each series of Securities (the
registers maintained in the Corporate Trust Office of the Trustee and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers of Registered
Securities; provided, however, that there shall be only one Security Register
per series of Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. At all reasonable times, the Security Register shall be open to inspection
by the Trustee. The Trustee is hereby initially appointed as security registrar
(the "Security Registrar") for the purpose of registering Registered Securities
and transfers of Registered Securities as herein provided.

                  Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more new Registered
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series, of
any authorized denomination and of a like aggregate principal amount, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with

                                       27
<PAGE>

respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.

                  If (but only if) expressly permitted in or pursuant to the
applicable Board Resolution and (subject to Section 303) set forth in the
applicable Officer's Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denomination and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
any such permitted exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

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

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an
interest in a permanent global Security is entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in

                                       28
<PAGE>

such permanent global Security, executed by the Company. On or after the
earliest date on which such interests may be so exchanged, such permanent global
Security shall be surrendered by the Common Depositary or such other depositary
as shall be specified in the Company Order with respect thereto to the Trustee,
as the Company's agent for such purpose, to be exchanged, in whole or from time
to time in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided, further, that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.

                  If at any time the Depositary for any permanent global
Registered Securities of any series notifies the Company that it is unwilling or
unable to continue as Depositary for such

                                       29
<PAGE>

permanent global Registered Securities or if at any time the Depositary for such
permanent global Registered Securities shall no longer be eligible under
applicable law, the Company shall appoint a successor Depositary eligible under
applicable law with respect to such permanent global Registered Securities. If a
successor Depositary eligible under applicable law for such Registered Global
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will
execute, and the Trustee, upon receipt of the Company's order for the
authentication and delivery of definitive Registered Securities of such series
and tenor, will authenticate and deliver such definitive Registered Securities
of such series and tenor, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of such permanent global
Registered Securities, in exchange for such permanent global Registered
Securities.

                  The Company may at any time and in its sole discretion
determine that any permanent global Registered Securities of any series shall no
longer be maintained in global form. In such event the Company will execute, and
the Trustee, upon receipt of the Company's order for the authentication and
delivery of definitive Registered Securities of such series and tenor, will
authenticate and deliver, definitive Registered Securities of such series and
tenor in any authorized denominations, in an aggregate principal amount equal to
the principal amount of such permanent global Registered Securities, in exchange
for such permanent global Registered Securities.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the selection for redemption
of Securities of that series under Section 1103 or 1203 and ending at the close
of business on (A) if Securities of the series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if Securities of the series are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if Securities of the
series are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security of
that series and like tenor; provided that such Registered Security shall be
simultaneously surrendered for redemption, or (iv) to issue, register the
transfer of or exchange any Security which has been surrendered for repayment at
the option of the Holder, except the portion, if any, of such Security not to be
so repaid.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer that may
be imposed under this Indenture with respect to the Securities of any series
pursuant to the terms thereof established as contemplated by Section 301 or
under applicable law with respect to any transfer of any interest in any such
Security (including any transfers between or among any depositary (including any
Depositary or Common Depositary), or its nominee, as a Holder of a Security
issued in global form, any participants in such depositary or owners or holders
of beneficial interests in any such global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of such Securities if and as may be so established in respect of such

                                       30
<PAGE>

Securities, and to examine the same to determine substantial compliance as to
form with the express requirements thereof.

                  SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security or a Security with a mutilated coupon appertaining to
it is surrendered to the Trustee, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security, or, in case any such mutilated
Security or coupon has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security,
pay such Security or coupon.

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

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

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

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

                                       31
<PAGE>

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

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

                  SECTION 307. Payment of Interest; Interest Rights Preserved;
Optional Interest Reset. (a) Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, interest, if any, on any
Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of
the Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest, if any, on any Registered Security
may at the Company's option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to
Section 309, to the address of such Person as it appears on the Security
Register or (ii) transfer to an account located in the United States maintained
by the payee.

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

                  Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date 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 and, if applicable, interest on such defaulted interest (to the extent
lawful) at the rate specified in the Securities of such series (such defaulted
interest and, if applicable, interest thereon herein collectively called
"Defaulted Interest") may be paid by the Company, at its election in each case,
as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Registered Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on a Special Record Date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on each Registered Security of
         such series and the date of the proposed payment, and at the same time
         the Company shall deposit with the Trustee an amount of money in the
         Currency in which the Securities of such series are payable (except as
         otherwise specified pursuant to Section 301 for the Securities of such
         series and except, if applicable, as provided in Sections 312(b),
         312(d) and 312(e)) equal to the aggregate amount proposed to be paid in
         respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit on or prior to the date of
         the proposed payment, such money when deposited to be held in trust for
         the benefit of the Persons entitled to such Defaulted Interest as in
         this clause provided. Thereupon the Trustee shall fix a Special Record
         Date for the payment of such Defaulted Interest which

         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be given in the manner provided in Section
         106, not less than 10 days prior to such Special Record Date. Notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor having been so given, such Defaulted Interest
         shall be paid to the Persons in whose name the Registered Securities
         of such series (or their respective Predecessor Securities) are
         registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following clause (2).

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

                  (b) The provisions of this Section 307(b) may be made
applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an "Optional Reset Date"). The Company may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least
50 but not more than 60 days prior to an Optional Reset Date for such Note. Not
later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such
Security a notice (the "Reset Notice") indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable), and if so (i) such new interest
rate (or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional Reset
Date, to the Stated Maturity Date of such Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.

                  Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish an interest rate
(or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to

                                       33
<PAGE>

which the Holders of such Securities have not tendered such Securities for
repayment (or have validly revoked any such tender) pursuant to the next
succeeding paragraph, will bear such higher interest rate (or such higher spread
or spread multiplier, if applicable).

                  The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

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

                  SECTION 308. Optional Extension of Stated Maturity. The
provisions of this Section 308 may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additions or
substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee's transmittal of the Extension Notice, the
Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.

                  Notwithstanding the foregoing, not later than 20 days before
the Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.

                  If the Company extends the Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company
on the Original Stated Maturity at a

                                       34
<PAGE>

price equal to the principal amount thereof, plus interest accrued to such date.
In order to obtain repayment on the Original Stated Maturity once the Company
has extended the Maturity thereof, the Holder must follow the procedures set
forth in Article Thirteen for repayment at the option of Holders, except that
the period for delivery or notification to the Trustee shall be at least 25 but
not more than 35 days prior to the Original Stated Maturity and except that, if
the Holder has tendered any Security for repayment pursuant to an Extension
Notice, the Holder may by written notice to the Trustee revoke such tender for
repayment until the close of business on the tenth day before the Original
Stated Maturity.

                  SECTION 309. Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Registered Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Sections 305 and 307) interest, if any, on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and none of
the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupons be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  None of the Company, the Trustee, any Paying Agent or the
Security Registrar shall have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. The
Company, the Trustee and the Securities Registrar shall be entitled to deal with
any depositary (including any Depositary or Common Depositary), and any nominee
thereof, that is the Holder of any such global Security for all purposes of this
Indenture relating to such global Security (including the payment of principal,
premium, if any, and interest and Additional Amounts, if any, and the giving of
instructions or directions by or to the owner or holder of a beneficial
ownership interest in such global Security) as the sole Holder of such global
Security and shall have no obligations to the beneficial owners thereof. None of
the Company, the Trustee, any Paying Agent or the Security Registrar shall have
any responsibility or liability for any acts or omissions of any such depositary
with respect to such global Security, for the records of any such depositary,
including records in respect of beneficial ownership interests in respect of any
such global Security, for any transactions between such depositary and any
participant in such depositary or between or among any such depositary, any such
participant and/or any holder or owner of a beneficial interest in such global
Security or for any transfers of beneficial interests in any such global
Security.

                  Notwithstanding the foregoing, with respect to any global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the Trustee, from giving

                                       35
<PAGE>

effect to any written certification, proxy or other authorization furnished by
any depositary (including any Depositary or Common Depositary), as a Holder,
with respect to such global Security or impair, as between such depositary and
owners of beneficial interests in such global Security, the operation of
customary practices governing the exercise of the rights of such depositary (or
its nominee) as Holder of such global Security.

                  SECTION 310. Cancellation. All Securities and coupons
surrendered for payment, redemption, repayment at the option of the Holder,
registration of transfer or exchange or for credit against any current or future
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee. All Securities and coupons so delivered to the
Trustee shall be promptly cancelled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with its customary procedures and, if requested by the
Company in writing, certification of their disposal delivered to the Company,
unless by Company Order the Company shall timely direct that cancelled
Securities be returned to it.

                  SECTION 311. Computation of Interest. Except as otherwise
specified as contemplated by Section 301 with respect to any Securities,
interest, if any, on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.

                  SECTION 312. Currency and Manner of Payments in Respect of
Securities. (a) With respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

                  (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so
elects to receive such payments in any such Currency, such election will remain
in effect for such Holder or any

                                       36
<PAGE>

transferee of such Holder until changed by such Holder or such transferee by
written notice to the Trustee (but any such change must be made not later than
the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date and
no such change of election may be made with respect to payments to be made on
any Registered Security of such series with respect to which an Event of Default
has occurred or with respect to which the Company has deposited funds pursuant
to Article Four or Fourteen or with respect to which a notice of redemption has
been given by the Company or a notice of option to elect repayment has been sent
by such Holder or such transferee). Any Holder of any such Registered Security
who shall not have delivered any such election to the Trustee not later than the
close of business on the applicable Election Date will be paid the amount due on
the applicable payment date in the relevant Currency as provided in Section
312(a). The Trustee shall notify the Exchange Rate Agent as soon as practicable
after the Election Date of the aggregate principal amount of Registered
Securities for which Holders have made such written election.

                  (c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying, in the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of
principal of (and premium, if any) and interest, if any, on the Registered
Securities to be paid on such payment date, specifying the amounts in such
Currency so payable in respect of the Registered Securities as to which the
Holders of Registered Securities of such series shall have elected to be paid in
another Currency as provided in paragraph (b) above. If the election referred to
in paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency payments to be made on such payment date. Unless otherwise specified
pursuant to Section 301, the Dollar or Foreign Currency amount receivable by
Holders of Registered Securities who have elected payment in a Currency as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the third Business Day (the
"Valuation Date") immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.

                  (d) If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with
respect to each date for the payment of principal of (and premium, if any) and
interest, if any, on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency
was used (the "Conversion Date"), the Dollar shall be the Currency of payment
for use on each such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar amount to be paid by the Company to the Trustee and by
the Trustee or any Paying Agent to the Holders of such Securities with respect
to such payment date shall be, in the case of a Foreign Currency other than a
currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of
a currency

                                       37
<PAGE>

unit, the Dollar Equivalent of the Currency Unit, in each case as determined by
the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

                  (e) Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) above.

                  (f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

                  (g) The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and subject to the provisions of paragraph
(h) below shall be the sum of each amount obtained by converting the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate for
such Component Currency on the Valuation Date with respect to each payment.

                  (h) For purposes of this Section 312 the following terms shall
have the following meanings:

                  A "Component Currency" shall mean any Currency which, on the
         Conversion Date, was a component currency of the relevant currency
         unit, including, but not limited to, the Euro.

                  A "Specified Amount" of a Component Currency shall mean the
         number of units of such Component Currency or fractions thereof which
         were represented in the relevant currency unit, including, but not
         limited to, the Euro, on the Conversion Date. If after the Conversion
         Date the official unit of any Component Currency is altered by way of
         combination or subdivision, the Specified Amount of such Component
         Currency shall be divided or multiplied in the same proportion. If
         after the Conversion Date two or more Component Currencies are
         consolidated into a single currency, the respective Specified Amounts
         of such Component Currencies shall be replaced by an amount in such
         single Currency equal to the sum of the respective Specified Amounts of
         such consolidated Component Currencies expressed in such single
         Currency, and such amount shall thereafter be a Specified Amount and
         such single Currency shall thereafter be a Component Currency. If after
         the Conversion Date any Component Currency shall be divided into two or
         more currencies, the Specified Amount of such Component Currency shall
         be replaced by amounts of such two or more currencies, having an
         aggregate Dollar Equivalent value at the Market Exchange Rate on the
         date of such replacement equal to the Dollar Equivalent value of the
         Specified Amount of such former Component Currency at the Market
         Exchange Rate immediately before such division and such amounts shall
         thereafter be Specified Amounts and such currencies shall thereafter be

                                       38
<PAGE>

         Component Currencies. If, after the Conversion Date of the relevant
         currency unit, including, but not limited to, the Euro, a Conversion
         Event (other than any event referred to above in this definition of
         "Specified Amount") occurs with respect to any Component Currency of
         such currency unit and is continuing on the applicable Valuation Date,
         the Specified Amount of such Component Currency shall, for purposes of
         calculating the Dollar Equivalent of the Currency Unit, be converted
         into Dollars at the Market Exchange Rate in effect on the Conversion
         Date of such Component Currency.

                  "Election Date" shall mean the date for any series of
         Registered Securities as specified pursuant to clause (13) of Section
         301 by which the written election referred to in paragraph (b) above
         may be made.

                  All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee and all Holders of such Securities
denominated or payable in the relevant Currency. The Exchange Rate Agent shall
promptly give written notice to the Company and the Trustee of any such decision
or determination.

                  In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee and to the Exchange
Rate Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 106 to the affected Holders) specifying the Conversion
Date. In the event the Company so determines that a Conversion Event has
occurred with respect to the Euro or any other currency unit in which Securities
are denominated or payable, the Company will immediately give written notice
thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will
promptly thereafter give notice in the manner provided for in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee and the Exchange Rate Agent.
The Trustee shall be fully justified and protected in relying and acting upon
information received by it from the Company and the Exchange Rate Agent and
shall not otherwise have any duty or obligation to determine the accuracy or
validity of such information independent of the Company or the Exchange Rate
Agent.

                  SECTION 313. Appointment and Resignation of Successor Exchange
Rate Agent. (a) Unless otherwise specified pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Currency other
than Dollars or (ii) may be payable in a Currency other than Dollars, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 301 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued Currency into the applicable payment

                                       39
<PAGE>

Currency for the payment of principal (and premium, if any) and interest, if
any, pursuant to Section 312.

                  (b) No resignation of the Exchange Rate Agent and no
appointment of a successor Exchange Rate Agent pursuant to this Section shall
become effective until the acceptance of appointment by the successor Exchange
Rate Agent as evidenced by a written instrument delivered to the Company and the
Trustee.

                  (c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities of
one or more or all of such series and that, unless otherwise specified pursuant
to Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

                                  ARTICLE Four

                           SATISFACTION AND DISCHARGE

                  SECTION 401. Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts as contemplated by Section 1005) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when

         (1)      either

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

                                       40
<PAGE>

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

                           (i) have become due and payable, or

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

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

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

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 606, the
obligations of the Trustee to any Authenticating Agent under Section 611 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003, the last sentence of Section 1005, and the
penultimate paragraph of Section 1405 shall survive.

                  SECTION 402. Application of Trust Money. Subject to the
provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has been deposited with
the Trustee; but such money need not be segregated from other funds except to
the extent required by law. Money so held in trust (i) is not subject to Article
Sixteen and (ii) is subject to the Trustee's rights under Section 606.

                                       41
<PAGE>

                                  ARTICLE Five

                                    REMEDIES

                  SECTION 501. Events of Default. "Event of Default", wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

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

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

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

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

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

                  (6) the institution by the Company of proceedings to be
         adjudicated a bankrupt or insolvent, or the consent by it to the
         institution of bankruptcy or insolvency proceedings against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under the Federal Bankruptcy Code or any other applicable
         federal or state law, or the consent by it to the filing of any such
         petition or to the appointment of a receiver, liquidator, assignee,
         trustee, sequestrator (or other similar official) of the Company or of
         any substantial part of its property, or the making by it of

                                       42
<PAGE>

         an assignment for the benefit of creditors, or the admission by it in
         writing of its inability to pay its debts generally as they become due;
         or

                  (7) any other Event of Default provided pursuant to Section
         301 or 901 with respect to Securities of that series.

                  SECTION 502. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default described in clause (1), (2), (3), (4) or (7)
of Section 501 with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if the Securities of that series
are Original Issue Discount Securities or Indexed Securities, such portion of
the principal amount as may be specified in the terms of that series) of all of
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified portion thereof) shall
become immediately due and payable. If an Event of Default specified in Sections
501(5) or 501(6) occurs and is continuing, then the principal amount of all the
Securities then Outstanding (or, if any such Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal amount
as may be specified in the terms of that series) shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

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

                  (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay in the Currency in which the Securities of such
         series are payable (except as otherwise specified pursuant to Section
         301 for the Securities of such series and except, if applicable, as
         provided in Sections 312(b), 312(d) and 312(e)),

                           (A) all overdue interest, if any, on all Outstanding
                  Securities of that series (or of all series, as the case may
                  be) and any related coupons,

                           (B) all unpaid principal of (and premium, if any) any
                  Outstanding Securities of that series (or of all series, as
                  the case may be) which has become due otherwise than by such
                  declaration of acceleration, and interest on such unpaid
                  principal at the rate or rates prescribed therefor in such
                  Securities,

                           (C) interest on overdue interest, if any, at the rate
                  or rates prescribed therefor in such Securities, and

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

                                       43
<PAGE>

                  (2) all Events of Default with respect to Securities of that
         series (or of all series, as the case may be), other than the
         non-payment of amounts of principal of (or premium, if any, on) or
         interest on Securities of that series (or of all series, as the case
         may be) which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513. No
         such rescission shall affect any subsequent default or impair any right
         consequent thereon.

                  SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

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

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof and such
         default continues for a period of 5 Business Days,

then the Company will, upon demand of the Trustee, pay to the Trustee for the
benefit of the Holders of such Securities and coupons, the whole amount then due
and payable on such Securities and coupons for principal (and premium, if any)
and interest, if any, and interest on any overdue principal (and premium, if
any) and on any overdue interest, at the rate or rates prescribed therefor in
such Securities, and, 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 as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

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

                  SECTION 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made

                                       44
<PAGE>

any demand on the Company for the payment of overdue principal, premium, if any,
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any), or such portion of the principal
         amount of any series of Original Issue Discount Securities or Indexed
         Securities as may be specified in the terms of such series, and
         interest, if any, owing and unpaid in respect of the Securities and to
         file such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee (including any claim for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel) and of the Holders allowed in such
         judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

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

                  SECTION 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

                  SECTION 506. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article and any money or other
property distributable in respect of the Company's obligations under this
Indenture after an Event of Default shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, if any, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  First: To the payment of all amounts due the Trustee
         (including any predecessor Trustee) under Section 606;

                                       45
<PAGE>

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

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

                  SECTION 507. Limitation on Suits. No Holder of any Security of
any series or any related coupons shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

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

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of that series in the case of any Event of
         Default described in clause (1), (2), (3), (4), or (7) of Section 501,
         or, in the case of any Event of Default described in clause (5) or (6)
         of Section 501, the Holders of not less than 25% in principal amount of
         all Outstanding Securities, shall have made written request to the
         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

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

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

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority or more in principal amount of the Outstanding Securities of
         that series in the case of any Event of Default described in clause
         (1), (2), (3), (4) or (7) of Section 501, or, in the case of any Event
         of Default described in clause (5) or (6) of Section 501, by the
         Holders of a majority or more in principal amount of all Outstanding
         Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities of the same series, in the case of any Event of Default
described in clause (1), (2), (3), (4) or (7) of Section 501, or of Holders of
all Securities in the case of any Event of Default described in clause (5) or
(6) of Section 501, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all Holders of Securities of the same series, in the case of any Event of
Default described in clause (1), (2), (3), (4) or (7) of Section 501, or of
Holders of all Securities in the case of any Event of Default described in
clause (5) or (6) of Section 501.

                                       46
<PAGE>

                  SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment, as provided herein (including, if
applicable, Article Fourteen) and in such Security, of the principal of (and
premium, if any) and (subject to Section 307) interest, if any, on, such
Security or payment of such coupon on the respective Stated Maturities expressed
in such Security or coupon (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

                  SECTION 509. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders of Securities and coupons
shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

                  SECTION 510. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities or coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

                  SECTION 511. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Security or coupon to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

                  SECTION 512. Control by Holders. With respect to the
Securities of any series, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, relating to or arising under clause (1), (2), (3), (4) or (7) of
Section 501, and, with respect to all Securities, the Holders of not less than a
majority in principal amount of all Outstanding Securities shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, not relating to or arising under clause (1), (2), (3), (4) or (7) of
Section 501, provided that in each case

                                       47
<PAGE>

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

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

                  (3) the Trustee need not take any action which might involve
         it in personal liability or be unjustly prejudicial to the Holders of
         Securities of such series not consenting.

                  SECTION 513. Waiver of Past Defaults. Subject to Section 502,
the Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default described in clause (1), (2), (3), (4) or (7)
of Section 501 (or, in the case of a default described in clause (5) or (6) of
Section 501, the Holders of not less than a majority in principal amount of all
Outstanding Securities may waive any such past default), and its consequences,
except a default

                  (1) in respect of the payment of the principal of (or premium,
         if any) or interest, if any, on any Security or any related coupon, or

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

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

                  SECTION 514. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE Six

                                   THE TRUSTEE

                  SECTION 601. Notice of Defaults. Within 90 days after the
occurrence of any Default hereunder with respect to the Securities of any
series, the Trustee shall transmit in the manner and to the extent provided in
TIA Section 313(c), notice of such default hereunder known to a Responsible
Officer of the Trustee, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the
principal

                                       48
<PAGE>

of (or premium, if any) or interest, if any, on any Security of such series or
in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of
Securities of such series and any related coupons; and provided further that in
the case of any Default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.

                  SECTION 602. Certain Duties, Responsibilities and Rights of
Trustee. Subject to the provisions of TIA Sections 315(a) through 315(d):

                  (1) except during the continuance of an Event of Default,

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

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

                  (2) if any Event of Default has occurred and is continuing
         with respect to the Securities of any series, the Trustee shall
         exercise such of the rights and powers vested in it by this Indenture,
         and use the same degree of care and skill in their exercise, as a
         prudent person would exercise or use under the circumstances in the
         conduct of such person's own affairs;

                  (3) the Trustee may not be relieved from liabilities for its
         own negligent action, its own negligent failure to act, or its own
         willful misconduct, except that:

                    (a)  this subparagraph (3) does not limit the effect of
                         subparagraph (1) of this paragraph or the penultimate
                         paragraph of this Section 602;

                    (b)  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

                    (c)  the Trustee shall not be liable with respect to any
                         action taken or omitted to be taken by it in good faith
                         in accordance with the direction of the Holders of a
                         majority in principal amount of the

                                       49
<PAGE>

                         Outstanding Securities of the affected series relating
                         to the time, method and place of conducting any
                         proceeding for any remedy available to the Trustee, or
                         exercising any trust or power conferred upon the
                         Trustee, under this Indenture;

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

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

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

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

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

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

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

                                       50
<PAGE>

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

                  (12) in the event that the Trustee is also acting as Paying
         Agent, Security Registrar or in any other capacity hereunder, the
         rights, privileges, protections, immunities and benefits afforded to
         the Trustee pursuant to this Article Six, including, without
         limitation, its right to be indemnified, shall also be afforded to the
         Trustee in its capacity as such Paying Agent, Security Registrar or in
         such other capacity; and

                  (13) the Trustee shall not be deemed to know or be charged
         with knowledge of any Default or Event of Default with respect to the
         Securities of any series for which it is acting as Trustee unless a
         Responsible Officer of the Trustee shall have received written notice
         thereof at the Corporate Trust Office of the Trustee from the Company
         or a Holder of such Securities and such notice references this
         Indenture and such Securities.

                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

                  Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 602.

                  SECTION 603. Trustee Not Responsible for Recitals or Issuance
of Securities. The recitals contained herein and in the Securities, except for
the Trustee's certificates of authentication, and in any coupons shall be taken
as the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

                  SECTION 604. May Hold Securities. The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or of the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities and coupons and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

                  SECTION 605. Money Held in Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The

                                       51
<PAGE>

Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company or for the investment
thereof.

                  SECTION 606. Compensation and Reimbursement. The Company
agrees:

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

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

                  (3) to indemnify the Trustee and any predecessor trustee and
         its and their officers, directors, employees, and agents for, and to
         hold it or them harmless against, any loss, liability or expense
         incurred without gross negligence or willful misconduct on its or their
         part, arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder, including the costs
         and expenses (including reasonable fees and expenses of counsel) of
         defending itself or themselves against any claim or liability in
         connection with the exercise or performance of any of its or their
         powers or duties hereunder.

                  The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture, the resignation or removal of the Trustee and
the termination of this Indenture for any reason. As security for the
performance of such obligations of the Company, the Trustee shall have a claim
and lien prior to the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the payment of principal
of (or premium, if any) or interest, if any, on particular Securities or any
coupons.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or (6), the
expenses (including reasonable charges and expense of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

                  The provisions of this Section shall survive the satisfaction
and discharge of this Indenture, the termination of this Indenture for any
reason and the earlier resignation or removal of the Trustee.

                  SECTION 607. Corporate Trustee Required; Eligibility;
Conflicting Interests; Disqualification. There shall be at all times a Trustee
hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1)
and shall have a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law

                                       52
<PAGE>

or to the requirements of Federal, State, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. If the
Trustee shall have or acquire any conflicting interest within the meaning of the
Trust Indenture Act, it shall either eliminate such conflicting interest or
resign to the extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this Indenture. For purposes
of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted
thereby, the Trustee, in its capacity as trustee in respect of the Securities of
any series, shall not be deemed to have a conflicting interest arising from its
capacity as trustee in respect of the Securities of any other series. Nothing
contained herein shall prevent the Trustee from filing the application provided
for in the second to last sentence of Section 310(b) of the Trust Indenture Act.

                  SECTION 608. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609 and any and all amounts then due and
owing to the Trustee hereunder have been paid in full.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 609 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company or by
         any Holder who has been a bona fide Holder of a Security for at least
         six months, or

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

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

                                       53
<PAGE>

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

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

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

                  SECTION 609. Acceptance of Appointment by Successor. In case
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to its claim and lien
provided for in Section 606.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and

                                       54
<PAGE>

which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, subject nevertheless to its claim and lien
provided for in Section 606. Whenever there is a successor Trustee with respect
to one or more (but less than all) series of securities issued pursuant to this
Indenture, the terms "Indenture" and "Securities" shall have the meanings
specified in the provisos to the respective definitions of those terms in
Section 101 which contemplate such situation.

                  (b) 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 rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

                  (c) 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 610. Merger, Conversion, Consolidation or Succession
to Business. Any Person into which the Trustee may be merged or converted or
with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such Person
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities. In case any of the
Securities shall not have been authenticated by such predecessor Trustee, any
successor Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee. In all such cases

                                       55
<PAGE>

such certificates shall have the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

                  SECTION 611. Appointment of Authenticating Agent. At any time
when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series and the Trustee shall give written notice of such
appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, in the manner provided for in Section 106.
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, and a copy of such
instrument shall be promptly furnished to the Company. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an 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.

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

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of

                                       56
<PAGE>

Securities of the series with respect to which such Authenticating Agent will
serve, in the manner provided for in Section 106. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 606.

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

                  Dated:  ____________________

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


                                         J.P. MORGAN TRUST COMPANY,
                                         NATIONAL ASSOCIATION,

                                                             as Trustee

                                         By ______________________________
                                                  as Authenticating Agent

                                         By ______________________________
                                                  Authorized Officer


                                  ARTICLE Seven

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701. Disclosure of Names and Addresses of Holders.
Every Holder of Securities or coupons, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company or the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with TIA Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 312(b).

                  SECTION 702. Reports by Trustee. Within 60 days after May 15
of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to the Holders
of Securities, in the manner and to the extent provided

                                       57
<PAGE>

in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA
Section 313(a). The Company will promptly notify the Trustee when Securities are
listed on any stock exchange and of any delisting thereof.

                  SECTION 703. Reports by Company. The Company shall:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of such Sections, then it shall file with the
         Trustee and the Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934 in respect of a security listed and registered on a national
         securities exchange as may be prescribed from time to time in such
         rules and regulations;

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

                  (3) transmit to all Holders, in the manner and to the extent
         provided in TIA Section 313(c), within 30 days after the filing thereof
         with the Trustee, such summaries of any information, documents and
         reports required to be filed by the Company pursuant to paragraphs (1)
         and (2) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission.

                  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).

                                  ARTICLE Eight

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 801. Company May Consolidate, etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other Person or
transfer all or substantially all of its property and assets as an entirety to
any Person, unless:

                                       58
<PAGE>

                  (a) either the Company shall be the continuing Person, or the
         Person (if other than the Company) formed by such consolidation or into
         which the Company is merged or to which all or substantially all of the
         properties and assets of the Company as an entirety are transferred is
         a Person organized and existing under the laws of the United States or
         any State thereof or the District of Columbia which expressly assumes
         all of the obligations of the Company under each series of Securities
         and this Indenture with respect to each such series by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, the due and punctual payment of the
         principal of (and premium, if any) and interest on all the Securities
         and the performance of every covenant of this Indenture on the part of
         the Company to be performed or observed;

                  (b) immediately before and immediately after giving effect to
         such transaction, no Event of Default and no Default shall have
         occurred and be continuing. Notwithstanding the foregoing, any
         Subsidiary may consolidate with, merge with or into or transfer all or
         part of its properties and assets to the Company or any other
         Subsidiary or Subsidiaries; and

                  (c) the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance or transfer and such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with.

                  SECTION 802. Successor Person Substituted. Upon any
consolidation by the Company with or merger by the Company with or into any
other Person or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety to any Person in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
and be subject to every obligation of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and in the event of any such conveyance or transfer, the Company (which term
shall for this purpose mean the Person named as the "Company" in the first
paragraph of this Indenture or any successor Person which shall theretofore
become such in the manner described in Section 801), except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Securities and the coupons and may be dissolved and liquidated.

                                  ARTICLE Nine

                             SUPPLEMENTAL INDENTURES

                  SECTION 901. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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<PAGE>

                  (1) 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 Securities; or

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

                  (3) to add any additional Events of Default (and if such
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such Events of Default are being included
         solely for the benefit of such series); or

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

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

                  (6) to secure the Securities pursuant to the requirements of
         Section 1009 or otherwise; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 609(b); or

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

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<PAGE>

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

                  SECTION 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal amount
of all Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture which affect such series of Securities or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of (or
         premium, if any) or any installment of interest on any Security of such
         series, or reduce the principal amount thereof (or premium, if any) or
         the rate of interest, if any, thereon, or change any obligation of the
         Company to pay Additional Amounts contemplated by Section 1005 (except
         as contemplated by Section 801(1) and permitted by Section 901(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security of such series that would be due and payable upon a
         declaration of acceleration of the Maturity thereof pursuant to Section
         502 or the amount thereof provable in bankruptcy pursuant to Section
         504, or adversely affect any right of repayment at the option of any
         Holder of any Security of such series, or change any Place of Payment
         where, or the Currency in which, any Security of such series or any
         premium or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption or repayment at
         the option of the Holder, on or after the Redemption Date or Repayment
         Date, as the case may be), or adversely affect any right to convert or
         exchange any Security as may be provided pursuant to Section 301
         herein, or

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

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1011, except to increase any such percentage or to provide
         that certain other provisions of this Indenture which affect such
         series cannot be modified or waived without the consent of the Holder
         of each Outstanding Security affected thereby.

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<PAGE>

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

                  SECTION 903. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                  SECTION 904. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                  SECTION 905. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  SECTION 906. Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                  SECTION 907. Notice of Supplemental Indentures. Promptly after
the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Company shall give notice thereof
to the Holders of each Outstanding Security affected, in the manner provided for
in Section 106, setting forth in general terms the substance of such
supplemental indenture.

                  SECTION 908. Effect on Senior Indebtedness. No supplemental
indenture shall adversely affect the rights of any holder of Senior Indebtedness
under Article Sixteen without the consent of such holder.

                                   ARTICLE Ten

                                    COVENANTS

                  SECTION 1001. Payment of Principal, Premium, if any, and
Interest. The Company covenants and agrees for the benefit of the Holders of
each series of Securities and any

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<PAGE>

related coupons that it will duly and punctually pay the principal of (and
premium, if any) and interest, if any, on the Securities of that series in
accordance with the terms of the Securities, any coupons appertaining thereto
and this Indenture. Unless otherwise specified as contemplated by Section 301
with respect to any series of Securities, any interest installments due on
Bearer Securities on or before Maturity shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature.

                  SECTION 1002. Maintenance of Office or Agency. If the
Securities of a series are issuable only as Registered Securities, the Company
will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange, where Securities of that series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served.

                  If Securities of a series are issuable as Bearer Securities,
the Company will maintain (A) in The City of New York, an office or agency where
any Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange, where Securities of that series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise) (B) subject to any laws
or regulations applicable thereto, in a Place of Payment for that series which
is located outside the United States, an office or agency where Securities of
that series and related coupons may be presented and surrendered for payment;
provided, however, that, if the Securities of that series are listed on any
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that
series in any required city located outside the United States so long as the
Securities of that series are listed on such exchange, and (C) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where Securities of
that series that are convertible and exchangeable may be surrendered for
conversion or exchange, as applicable and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served.

                  The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of any
series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, in London, and the Company hereby
appoints the same as its agents to receive such respective presentations,
surrenders, notices and demands.

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<PAGE>

                  Unless otherwise specified with respect to any Securities
pursuant to Section 301, no payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are payable in Dollars, payment of
principal of (and premium, if any) and interest, if any, on any Bearer Security
shall be made at the office of the Company's Paying Agent in The City of New
York, if (but only if) payment in Dollars of the full amount of such principal,
premium or interest, as the case may be, at all offices or agencies outside the
United States maintained for such purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind any such designation; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. Unless otherwise specified with
respect to any Securities as contemplated by Section 301 with respect to a
series of Securities, the Company hereby designates as a Place of Payment for
each series of Securities the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands.

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

                  SECTION 1003. Money for Securities Payments to Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities and any related coupons, it will, on or before each
due date of the principal of (or premium, if any) or interest, if any, on any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal of (or
premium, if any) or interest, if any, on Securities of such series so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, prior to or on each
due date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit

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<PAGE>

of the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

                  The Company will cause each Paying Agent (other than the
Trustee) for any series of Securities to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

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

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

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

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

                  Except as provided in the Securities of any series, and
subject to any applicable abandoned property laws, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (or premium, if any) or interest, if any, on any
Security of any series, or any coupon appertaining thereto, and remaining
unclaimed for two years after such principal, premium or interest has become due
and payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security or coupon shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

                  SECTION 1004. Statement as to Compliance. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year, a
brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her

                                       65
<PAGE>

knowledge of the Company's compliance with all conditions and covenants under
this Indenture. For purposes of this Section 1004, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

                  SECTION 1005. Additional Amounts. If any Securities of a
series provide for the payment of additional amounts to any Holder who is not a
United States person in respect of any tax, assessment or governmental charge
("Additional Amounts"), the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto such Additional Amounts as may be
specified as contemplated by Section 301. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal (or premium, if any) or
interest, if any, on, or in respect of, any Security of a series or payment of
any related coupon or the net proceeds received on the sale or exchange of any
Security of a series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for by the terms of such series
established pursuant to Section 301 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

                  Except as otherwise specified as contemplated by Section 301,
if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal (and premium,
if any) is made), and at least 10 days prior to each date of payment of
principal (or premium, if any) or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officer's Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officer's Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal, premium or interest on the Securities of that series shall
be made to Holders of Securities of that series or any related coupons who are
not United States persons without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of the
series. If any such withholding shall be required, then such Officer's
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities of that series or related coupons
and the Company will pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. In the event that the Trustee
or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled to (i) assume that no such withholding or deduction is required with
respect to any payment of principal of (or premium, if any) or interest, if any,
on any Securities of a series or related coupons until it shall have received a
certificate advising otherwise and (ii) to make all payments of principal of
(and premium, if any) and interest, if any, on the Securities of a series or
related coupons without withholding or deductions until otherwise advised. The
Company covenants to indemnify the Trustee, any Paying Agent, and their
respective officers, directors, employees, and agents for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officer's Certificate
furnished pursuant to this Section.

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This sentence shall survive the termination of this Indenture and the earlier
resignation or removal of the Trustee.

                  SECTION 1006. Payment of Taxes and Other Claims. The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all material taxes, assessments and governmental charges
levied or imposed upon the Company or any Restricted Subsidiary or upon the
income, profits or property of the Company or any Restricted Subsidiary, and (2)
all material lawful claims for labor, materials and supplies which, if unpaid,
might by law become a Lien upon any Principal Property of the Company or any
Restricted Subsidiary; provided, however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.

                  SECTION 1007. Maintenance of Principal Properties. The Company
will cause all Principal Properties to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent or restrict the sale, abandonment or other disposition of
any of such Principal Properties if such action is, in the judgment of the
Company, desirable in the conduct of the business (financial or otherwise) of
the Company and its Subsidiaries as a whole and not disadvantageous in any
material respect to the Holders.

                  SECTION 1008. Corporate Existence. Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and the rights (charter
and statutory) and franchises of the Company and any Restricted Subsidiary;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its
Subsidiaries as a whole.

                  SECTION 1009. Limitation on Liens. The Company shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, except for:

                  (a) Liens for taxes not yet due or which are being contested
         in good faith by appropriate proceedings, provided that adequate
         reserves with respect thereto are maintained on the books of the
         Company or its Subsidiaries, as the case may be, in conformity with
         GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than 60 days or
         which are being contested in good faith by appropriate proceedings;

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<PAGE>

                  (c) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers under
         insurance or self-insurance arrangements;

                  (d) deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (e) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business which, in the
         aggregate, are not substantial in amount and which do not in any case
         materially detract from the value of the property subject thereto or
         materially interfere with the ordinary conduct of the business of the
         Company or such Subsidiary;

                  (f) Liens in existence on the date of the first issuance by
         the Company of Securities issued pursuant to this Indenture; provided
         that no such Lien is spread to cover any additional property after such
         date and that the amount of Debt secured thereby is not increased;

                  (g) Liens securing Debt of the Company and its Subsidiaries
         incurred to finance the acquisition of fixed or capital assets;
         provided that (i) such Liens shall be created substantially
         simultaneously with the acquisition of such fixed or capital assets,
         (ii) such Liens do not at any time encumber any property other than the
         property financed by such Debt and (iii) the amount of Debt secured
         thereby is not increased;

                  (h) Liens on the property or assets of a corporation which
         becomes a Subsidiary after the date hereof; provided that (i) such
         Liens existed at the time such corporation became a Subsidiary and were
         not created in anticipation thereof, (ii) any such Lien is not spread
         to cover any property or assets or such corporation after the time such
         corporation becomes a Subsidiary, and (iii) the amount of Debt secured
         thereby is not increased;

                  (i) Liens pursuant to any Receivables Transaction in an
         aggregate principal amount not to exceeding 20% of Consolidated
         Tangible Assets; and

                  (j) Liens (not otherwise permitted hereunder) (i) which secure
         obligations not exceeding (as to the Company and all Subsidiaries) the
         greater of (x) $100,000,000 or (y) 20% of Consolidated Net Worth, in
         each case in aggregate amount at any time outstanding or (ii) with
         respect to which the Company effectively provides that the Securities
         Outstanding hereunder are secured equally and ratably with (or, at the
         option of the Company, prior to) the Debt secured by such Lien.

                  SECTION 1010. Waiver of Certain Covenants. The Company may,
with respect to any series of Securities, omit in any particular instance to
comply with any term, provision or condition which affects such series set forth
in Sections 1006 to 1010, inclusive, or, as specified pursuant to Section
301(15) for Securities of such series, in any covenants of the Company added to
Article Ten pursuant to Section 301(14) or Section 301(15) in connection with
Securities of such series, if the Holders of at least a majority in principal
amount of all Outstanding Securities

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<PAGE>

affected by such term, provision or condition, by Act of such Holders, waive
such compliance in such instance with such term, provision or condition, but no
such waiver shall extend to or affect such term, provision or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee to
Holders of Securities of such series in respect of any such term, provision or
condition shall remain in full force and effect.

                                 ARTICLE Eleven

                            REDEMPTION OF SECURITIES

                  SECTION 1101. Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with the terms of such Securities and (except as otherwise specified
as contemplated by Section 301 for Securities of any series) in accordance with
this Article.

                  SECTION 1102. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Company, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select the Securities
to be redeemed pursuant to Section 1103. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer's Certificate evidencing
compliance with such restriction.

                  SECTION 1103. Selection by Trustee of Securities to Be
Redeemed. If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal of Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 301.

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

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

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<PAGE>

                  SECTION 1104. Notice of Redemption. Except as otherwise
specified as contemplated by Section 301 for Securities of any series, notice of
redemption shall be given in the manner provided for in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed.

                  Except as otherwise specified as contemplated by Section 301
for Securities of any series, all notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price (if known) or the formula pursuant to
         which the Redemption Price is to be determined if the Redemption Price
         cannot be determined at the time the notice is given,

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

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

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

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

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

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

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

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<PAGE>

                  (10) the CUSIP, ISIN or other similar numbers, if any,
         assigned to such Securities; provided, however, that such notice may
         state that no representation is made as to the correctness of CUSIP,
         ISIN or other similar numbers, in which case none of the Company, the
         Trustee or any agent of the Company or the Trustee shall have any
         liability in respect of the use of any CUSIP, ISIN or other similar
         number or numbers on such notices, and the redemption of such
         Securities shall not be affected by any defect in or omission of such
         numbers, and

                  (11) such other matters as the Company shall deem desirable or
         appropriate.

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

                  SECTION 1105. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
the Redemption Price of, and accrued interest, if any, on, all the Securities
which are to be redeemed on that date.

                  SECTION 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing

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<PAGE>

coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made from the Redemption Price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security.

                  SECTION 1107. Securities Redeemed in Part. Any Security which
is to be redeemed only in part (pursuant to the provisions of this Article or of
Article Twelve) shall be surrendered at a Place of Payment therefor (with, if
the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE Twelve

                                  SINKING FUNDS

                  SECTION 1201. Applicability of Article. Retirements of
Securities of any series pursuant to any sinking fund shall be made in
accordance with the terms of such Securities and (except as otherwise specified
as contemplated by Section 301 for Securities of any series) in accordance with
this Article.

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

                  SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities. Subject to Section 1203, in lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (1) deliver to the

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<PAGE>

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

                  SECTION 1203. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously delivered, accompany such
certificate) and whether the Company intends to exercise its right to make a
permitted optional sinking fund payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment due
on the next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 1202 and without the right
to make any optional sinking fund payment, if any, with respect to such series.

                  Not more than 60 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.

                  Prior to any sinking fund payment date, the Company shall pay
to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) in cash a sum
equal to the principal (and premium, if any) and any interest that will accrue
to the date fixed for redemption of Securities or portions thereof to be
redeemed on such sinking fund payment date pursuant to this Section 1203.

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<PAGE>

                  Notwithstanding the foregoing, with respect to a sinking fund
for any series of Securities, if at any time the amount of cash to be paid into
such sinking fund on the next succeeding sinking fund payment date, together
with any unused balance of any preceding sinking fund payment or payments for
such series, does not exceed in the aggregate $100,000, the Trustee, unless
requested by the Company, shall not give the next succeeding notice of the
redemption of Securities of such series through the operation of the sinking
fund. Any such unused balance of moneys deposited in such sinking fund shall be
added to the sinking fund payment for such series to be made in cash on the next
succeeding sinking fund payment date or, at the request of the Company, shall be
applied at any time or from time to time to the purchase of Securities of such
series, by public or private purchase, in the open market or otherwise, at a
purchase price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be reimbursed by the
Company) not in excess of the principal amount thereof.

                                ARTICLE Thirteen

                         REPAYMENT AT OPTION OF HOLDERS

                  SECTION 1301. Applicability of Article. Repayment of
Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and
(except as otherwise specified as contemplated by Section 301 for Securities of
any series) in accordance with this Article.

                  SECTION 1302. Repayment of Securities. Securities of any
series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be
repaid at a price equal to the principal amount thereof, together with interest,
if any, thereon accrued to the Repayment Date specified in or pursuant to the
terms of such Securities. The Company covenants that on or before the Repayment
Date it will deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of
and (except if the Repayment Date shall be an Interest Payment Date) accrued
interest, if any, on, all the Securities or portions thereof, as the case may
be, to be repaid on such date.

                  SECTION 1303. Exercise of Option. Securities of any series
subject to repayment at the option of the Holders thereof will contain an
"Option to Elect Repayment" form on the reverse of such Securities. To be repaid
at the option of the Holder, any Security so providing for such repayment, with
the "Option to Elect Repayment" form on the reverse of such Security duly
completed by the Holder (or by the Holder's attorney duly authorized in
writing), must be received by the Company at the Place of Payment therefor
specified in the terms of such Security (or at such other place or places or
which the Company shall from time to time notify the Holders of such Securities)
not earlier than 45 days nor later than 30 days prior to the Repayment Date. If
less than the entire principal amount of such Security is to be repaid in

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<PAGE>

accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of
such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

                  SECTION 1304. When Securities Presented for Repayment Become
Due and Payable. If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

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<PAGE>

                  If the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security.

                  SECTION 1305. Securities Repaid in Part. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

                                ARTICLE Fourteen

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1401. Company's Option to Effect Defeasance or
Covenant Defeasance. Except as otherwise specified as contemplated by Section
301 for Securities of any series, the provisions of this Article Fourteen shall
apply to each series of Securities, and the Company may, at its option, effect
defeasance of the Securities of or within a series under Section 1402, or
covenant defeasance of or within a series under Section 1403 in accordance with
the terms of such Securities and in accordance with this Article.

                  SECTION 1402. Defeasance and Discharge. Upon the Company's
exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any related coupons on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any related coupons,
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 1405 and the other Sections of this Indenture referred to in (A) and (B)
below, and to have satisfied all its other obligations under such Securities and
any related coupons and this Indenture insofar as such Securities and any
related coupons are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
related coupons to receive, solely from the trust fund described in Section 1404
and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest, if any, on such Securities and
any related coupons when such payments are due, (B) the Company's obligations
with respect to such Securities under Sections 304, 305, 306, 1002 and 1003 and
with respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1005, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder including, without limitation, Section 606,
the last sentence of Section 1005, and the penultimate paragraph of Section 1405
and (D) this Article Fourteen. Subject to compliance with this Article Fourteen,
the Company may exercise its option under

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<PAGE>

this Section 1402 notwithstanding the prior exercise of its option under Section
1403 with respect to such Securities and any related coupons.

                  SECTION 1403. Covenant Defeasance. Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series, the Company shall be released from its obligations under
Sections 801 and 802 and Sections 1006 through 1010, and, if specified pursuant
to Section 301, its obligations under any other covenant, with respect to such
Outstanding Securities and any related coupons on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any related coupons shall thereafter be
deemed not to be "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be deemed "Outstanding"
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any related coupons,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 501(4) or Section 501(8) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any related coupons shall be unaffected
thereby.

                  SECTION 1404. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of either Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any related
coupons:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 607 who shall agree to comply with the
         provisions of this Article Fourteen applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any related coupons, (A) an amount (in
         such Currency in which such Securities and any related coupons are then
         specified as payable at Stated Maturity), or (B) Government Obligations
         applicable to such Securities (determined on the basis of the Currency
         in which such Securities are then specified as payable at Stated
         Maturity) which through the scheduled payment of principal and interest
         in respect thereof in accordance with their terms will provide, not
         later than one day before the due date of any payment of principal of
         and premium, if any, and interest, if any, under such Securities and
         any related coupons, money in an amount, or (C) a combination thereof,
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or other qualifying trustee) to pay and
         discharge, (i) the principal of (and premium, if any) and interest, if
         any, on such Outstanding Securities and any related coupons on the
         Stated Maturity (or Redemption Date, if applicable) of such principal
         (and premium, if any) or installment of interest, if any, and (ii) any
         mandatory sinking fund payments or analogous payments applicable to
         such Outstanding Securities and any related coupons on the day on which
         such payments are due and payable in

                                       77
<PAGE>

         accordance with the terms of this Indenture and of such Securities and
         any related coupons; provided that the Trustee shall have been
         irrevocably instructed to apply such money or the proceeds of such
         Government Obligations to said payments with respect to such
         Securities and any related coupons. Before such a deposit, the Company
         may give to the Trustee, in accordance with Section 1102 hereof, a
         notice of its election to redeem all or any portion of such
         Outstanding Securities at a future date in accordance with the terms
         of the Securities of such series and Article Eleven hereof, which
         notice shall be irrevocable. Such irrevocable redemption notice, if
         given, shall be given effect in applying the foregoing.

                  (2) No Default or Event of Default with respect to such
         Securities or any related coupons shall have occurred and be continuing
         on the date of such deposit or, insofar as paragraphs (5) and (6) of
         Section 501 are concerned, at any time during the period ending on the
         91st day after the date of such deposit (it being understood that this
         condition shall not be deemed satisfied until the expiration of such
         period).

                  (3) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         or any other material agreement or instrument to which the Company is a
         party or by which it is bound.

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

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

                  (6) Notwithstanding any other provisions of this Section, such
         defeasance or covenant defeasance shall be effected in compliance with
         any additional or substitute terms, conditions or limitations in
         connection therewith pursuant to Section 301.

                  (7) The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the defeasance
         under Section 1402 or the covenant defeasance under Section 1403 (as
         the case may be) have been complied with.

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<PAGE>

                  SECTION 1405. Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the
last paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of such Outstanding Securities and any related coupons shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and any related coupons and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any related coupons of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

                  Unless otherwise specified with respect to any Security
pursuant to Section 301, if, after a deposit referred to in Section 1404(1) has
been made, (a) the Holder of a Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to Section 312(b) or the terms of
such Security to receive payment in a Currency other than that in which the
deposit pursuant to Section 1404(1) has been made in respect of such Security,
or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or
by the terms of any Security in respect of which the deposit pursuant to Section
1404(1) has been made, the indebtedness represented by such Security and any
related coupons shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any) and
interest, if any, on such Security as they become due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate
for such Currency in effect on the third Business Day prior to each payment
date, except, with respect to a Conversion Event, for such Currency in effect
(as nearly as feasible) at the time of the Conversion Event.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 1404 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
related coupons. This sentence shall survive the termination of this Indenture
and the earlier resignation or removal of the Trustee.

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

                  SECTION 1406. Reinstatement. If the Trustee or any Paying
Agent is unable to apply any money in accordance with Section 1405 with respect
to any Securities by reason of

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<PAGE>

any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and such Securities and any related coupons
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 1402 or 1403, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
1405; provided, however, that if the Company makes any payment of principal of
(or premium, if any) or interest, if any, on any such Security or any related
coupon following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities and any related
coupons to receive such payment from the money held by the Trustee or Paying
Agent.

                                 ARTICLE Fifteen

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION 1501. Purposes for Which Meetings May Be Called. If
Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

                  SECTION 1502. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such
place in The City of New York or in London as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided for in
Section 106, not less than 21 nor more than 180 days prior to the date fixed for
the meeting.

                  (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in The City of New York or in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in paragraph (a)
of this Section.

                  SECTION 1503. Persons Entitled to Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder of
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Person entitled to
vote at such meeting

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<PAGE>

and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

                  SECTION 1504. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that, if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(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 any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

                  Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series; provided, however, that, except as limited by the
proviso to Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of not less than such specified percentage in
principal amount of the Outstanding Securities of such series.

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

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

                                       81
<PAGE>

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

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

                  SECTION 1505. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as its shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

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

                  (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of
Outstanding Securities of such series held or represented by him (determined as
specified in the definition of "Outstanding" in Section 101); provided, however,
that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

                  SECTION 1506. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such

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<PAGE>

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

                                 ARTICLE Sixteen

                           SUBORDINATION OF SECURITIES

                  SECTION 1601. Agreement to Subordinate. In the event a series
of Securities is designated as subordinated pursuant to Section 301 and except
as otherwise provided in a supplemental indenture or pursuant to Section 301,
the Company, for itself, its successors and assigns, covenants and agrees, and
each Holder of Securities of such series by his acceptance thereof, likewise
covenants and agrees, that the payment of the principal of (and premium, if any)
and interest, if any, on each and all of the Securities of such series is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of all Senior Indebtedness.

                  SECTION 1602. Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities. Upon any distribution of assets of
the Company upon any dissolution, winding up, liquidation or reorganization of
the Company, whether in bankruptcy, insolvency, reorganization or receivership
proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of the Company or otherwise (subject
to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred in this Indenture upon the Senior
Indebtedness and the holders thereof with respect to the Securities and the
holders thereof by a lawful plan of reorganization under applicable bankruptcy
law):

                  (a) the holders of all Senior Indebtedness shall be entitled
         to receive payment in full of the principal thereof (and premium, if
         any) and interest due thereon before the Holders of the Securities are
         entitled to receive any payment upon the principal (or premium, if any)
         or interest, if any, on indebtedness evidenced by the Securities; and

                  (b) any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities, to
         which the Holders of the Securities or the Trustee would be entitled
         except for the provisions of this Article Sixteen shall be

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<PAGE>

         paid by the liquidation trustee or agent or other person making such
         payment or distribution, whether a trustee in bankruptcy, a receiver
         or liquidating trustee or otherwise, directly to the holders of Senior
         Indebtedness or their representative or representatives or to the
         trustee or trustees under any indenture under which any instruments
         evidencing any of such Senior Indebtedness may have been issued,
         ratably according to the aggregate amounts remaining unpaid on account
         of the principal of (and premium, if any) and interest on the Senior
         Indebtedness held or represented by each, to the extent necessary to
         make payment in full of all Senior Indebtedness remaining unpaid,
         after giving effect to any concurrent payment or distribution to the
         holders of such Senior Indebtedness; and

                  (c) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company of any kind or
         character, whether in cash, property or securities, shall be received
         by the Trustee or the Holders of the Securities before all Senior
         Indebtedness is paid in full, such payment or distribution shall be
         paid over, upon written notice to a Responsible Officer of the Trustee,
         to the holder of such Senior Indebtedness or their representative or
         representatives or to the trustee or trustees under any indenture under
         which any instrument evidencing any of such Senior Indebtedness may
         have been issued, ratably as aforesaid, for application to payment of
         all Senior Indebtedness remaining unpaid until all such Senior
         Indebtedness shall have been paid in full, after giving effect to any
         concurrent payment or distribution to the holders of such Senior
         Indebtedness.

                  Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness (to the extent that distributions otherwise payable to such
Holder have been applied to the payment of Senior Indebtedness) to receive
payments or distributions of cash, property or securities of the Company
applicable to Senior Indebtedness until the principal of (and premium, if any)
and interest, if any, on the Securities shall be paid in full and no such
payments or distributions to the Holders of the Securities of cash, property or
securities otherwise distributable to the holders of Senior Indebtedness shall,
as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities be deemed to be a payment by the
Company to or on account of the Securities. It is understood that the provisions
of this Article Sixteen are and are intended solely for the purpose of defining
the relative rights of the Holders of the Securities, on the one hand, and the
holders of the Senior Indebtedness, on the other hand. Nothing contained in this
Article Sixteen or elsewhere in this Indenture or in the Securities is intended
to or shall impair, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities, the obligation of the
Company, which is unconditional and absolute, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest, if any, on the
Securities as and when the same shall become due and payable in accordance with
their terms, or to affect the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of Senior Indebtedness, nor
shall anything herein or in the Securities prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article Sixteen of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy. Upon any payment or distribution of assets of the Company referred to in
this Article Sixteen, the Trustee,

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<PAGE>

subject to the provisions of Section 601, shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereof and all other facts pertinent
thereto or to this Article Sixteen.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or observe only such of its covenants and
objectives as are specifically set forth in this Indenture, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee, however,
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness. The Trustee shall not be liable to any such holder if it shall pay
over or distribute to or on behalf of Holders of Securities or the Company, or
any other Person, moneys or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article Sixteen.

                  If the Trustee or any Holder of Securities does not file a
proper claim or proof of debt in the form required in any proceeding referred to
above prior to 30 days before the expiration of the time to file such claim in
such proceeding, then the holder of any Senior Indebtedness is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Securities.

                  SECTION 1603. No Payment on Securities in Event of Default on
Senior Indebtedness. No payment by the Company on account of principal (or
premium, if any), sinking funds or interest, if any, on the Securities shall be
made at anytime if: (i) a default on Senior Indebtedness exists that permits the
holders of such Senior Indebtedness to accelerate its maturity and (ii) the
default is the subject of judicial proceedings or the Company has received
notice of such default. The Company may resume payments on the Securities when
full payment of amounts then due for principal (premium, if any), sinking funds
and interest on Senior Indebtedness has been made or duly provided for in money
or money's worth.

                  SECTION 1604. Payments on Securities Permitted. Nothing
contained in this Indenture or in any of the Securities shall (a) affect the
obligation of the Company to make, or prevent the Company from making, at any
time except as provided in Sections 1602 and 1603, payments of principal of (or
premium, if any) or interest, if any, on the Securities or (b) prevent the
application by the Trustee of any moneys or assets deposited with it hereunder
to the payment of or on account of the principal of (or premium, if any) or
interest, if any, on the Securities, unless a Responsible Officer of the Trustee
shall have received at its Corporate Trust Office written notice of any fact
prohibiting the making of such payment from the Company or from the holder of
any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of
the authority of such trustee more than two Business Days prior to the date
fixed for such payment.

                  SECTION 1605. Authorization of Holders to Trustee to Effect
Subordination. Each Holder of Securities by his acceptance thereof authorizes
and direct the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as

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<PAGE>

provided in this Article Sixteen and appoints the Trustee his attorney-in-fact
for any and all such purposes.

                  SECTION 1606. Notices to Trustee. Notwithstanding the
provisions of this Article or any other provisions of this Indenture, neither
the Trustee nor any Paying Agent (other than the Company) shall be charged with
knowledge of the existence of any Senior Indebtedness or of any fact which would
prohibit the making of any payment of moneys or assets to or by the Trustee or
such Paying Agent, unless and until a Responsible Officer of the Trustee or such
Paying Agent shall have received (in the case of a Responsible Officer of the
Trustee, at the Corporate Trust Office of the Trustee) written notice thereof
from the Company or from the holder of any Senior Indebtedness or from the
trustee for any such holder, together with proof satisfactory to the Trustee of
such holding of Senior Indebtedness or of the authority of such trustee and,
prior to the receipt of any such written notice, the Trustee shall be entitled
in all respects conclusively to presume that no such facts exist; provided,
however, that if at least two Business Days prior to the date upon which by the
terms hereof any such moneys or assets may become payable for any purpose
(including, without limitation, the payment of either the principal (or premium,
if any) or interest, if any, on any Security) a Responsible Officer of the
Trustee shall not have received with respect to such moneys or assets the notice
provided for in this Section 1606, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys or assets and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received by it within two Business Days prior to such date. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
on behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Sixteen, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article Sixteen and, if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.

                  SECTION 1607. Trustee as Holder of Senior Indebtedness.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article Sixteen in respect of any Senior
Indebtedness at any time held by it to the same extent as any other holder of
Senior Indebtedness and nothing in Section 613 or elsewhere in this Indenture
shall be construed to deprive the Trustee of any of its rights as such holder.
Nothing in this Article Sixteen shall apply to claims of, or payments to, the
Trustee under or pursuant to Sections 506 or 606.

                  SECTION 1608. Modifications of Terms of Senior Indebtedness.
Any renewal or extension of the time of payment of any Senior Indebtedness or
the exercise by the holders of Senior Indebtedness of any of their rights under
any instrument creating or evidencing Senior Indebtedness, including, without
limitation, the waiver of default thereunder, may be made or

                                       86
<PAGE>

done all without notice to or assent from the Holders of the Securities or the
Trustee. No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Sixteen or of the Securities relating to the subordination thereof.

                  SECTION 1609. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article Sixteen, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution to holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Sixteen.

                  SECTION 1610. Satisfaction and Discharge; Defeasance and
Covenant Defeasance.

                  Amounts and Government Obligations deposited in trust with the
Trustee pursuant to and in accordance with Articles Four and Fourteen and not,
at the time of such deposit, prohibited to be deposited under Sections 1602 or
1603 shall not be subject to this Article Sixteen.

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




                                       87
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, as of the day and year first above written.


                                    BOSTON SCIENTIFIC CORPORATION

                                    By: /s/ Lawrence C. Best
                                        ----------------------------
                                        Name: Lawrence C. Best
                                        Title: Senior Vice President -
                                               Finance and Administration
                                               and Chief Financial Officer

Attest:

By: /s/ Lawrence J. Knopf
    --------------------------
Name: Lawrence J. Knopf
Title: Assistant General Counsel


                                    J.P. MORGAN TRUST COMPANY,
                                    NATIONAL ASSOCIATION, as
                                    Trustee

                                    By: /s/ James P. Freeman
                                        ----------------------------
                                        Name: James P. Freeman
                                        Title: Vice President














                                       88
<PAGE>

                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                   EXHIBIT A-1

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

                                   CERTIFICATE

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


                  This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account (i)
are owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise [Name of Issuer] or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

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

                  We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the above-captioned Securities held by

                                      A-1-1
<PAGE>

you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

                  This certificate excepts and does not relate to
[U.S.$]__________ of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an exchange
for an interest in a permanent global Security or an exchange for and delivery
of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

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

Dated:

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

                                          [Name of Person Making Certification]

                                          _____________________________________
                                          (Authorized Signatory)

                                          Name:
                                          Title:











                                      A-1-2
<PAGE>

                                   EXHIBIT A-2

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

                                   CERTIFICATE

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


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

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

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

                                      A-2-1
<PAGE>

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

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


Dated:

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


                                                    [EUROCLEAR BANK S.A./N.V.]
                                                    [CLEARSTREAM]

                                                    ____________________________
                                                    By


















                                      A-2-2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>exh4-2_13106.txt
<DESCRIPTION>FORM OF GLOBAL SECURITY - 4.250% - DUE 2011
<TEXT>
                                                                     EXHIBIT 4.2
                                                                     -----------



     This Security is a Registered Security in permanent global form within the
meaning of the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary. This Security is exchangeable
for Securities registered in the name of a person other than the Depositary or
its nominee only in the limited circumstances described in the Indenture. Unless
and until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.

     Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Security
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.

<PAGE>

No. 1
                                                 CUSIP NO.:            101137AC1
                                                 ISIN NO.:          US101137AC16


                                  $ 250,000,000

                              4.250% NOTE DUE 2011


                  BOSTON SCIENTIFIC CORPORATION promises to pay
            to Cede & Co. or registered assigns the principal sum of
               TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) on
                                January 12, 2011.

Interest Payment Dates: January 12 and July 12 of each year, commencing January
12, 2005.

Regular Record Dates: January 1 and July 1.


     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.



                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


Dated:  November 18, 2004

                                                BOSTON SCIENTIFIC CORPORATION


                                                By: /s/ Milan Kofol
                                                    ----------------------------
                                                Name:  Milan Kofol
                                                Title: Vice President, Treasurer
                                                       and Investor Relations





             [corporate seal]


Attest:


By:  /s/ Lawrence J. Knopf
     --------------------------
Name:   Lawrence J. Knopf
Title:  Assistant Secretary

<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION



Dated: November 18, 2004

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


                                                 J.P. MORGAN TRUST COMPANY,
                                                 NATIONAL ASSOCIATION as Trustee


                                                 By: /s/ James P. Freeman
                                                     --------------------------
                                                          Authorized Officer








<PAGE>

                          [REVERSE OF FORM OF SECURITY]

                          BOSTON SCIENTIFIC CORPORATION


                              4.250% NOTE DUE 2011

     1.   Interest. BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the
"Company", which definition shall include any successor thereto in accordance
with the Indenture (as defined below), promises to pay, until the principal
hereof is paid or made available for payment, interest on the principal amount
set forth on the reverse side hereof at a rate of 4.250% per annum. Interest on
the Securities will accrue from and including the most recent date to which
interest has been paid or, if no interest has been paid, from November 18, 2004
through but excluding the date on which interest is paid. Interest shall be
payable in arrears on January 12 and July 12 of each year (each an "Interest
Payment Date"), commencing January 12, 2005. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

     2.   Method of Payment. The Company will pay interest on the Securities to
the Persons who are registered Holders of Securities at the close of business on
the immediately preceding January 1 and July 1 of each year (each, a "Regular
Record Date"). Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal, the Redemption Price and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. At the Company's option,
interest may be paid by check mailed to the registered address of the Holder or
by wire transfer to an account designated by the Holder of this Security;
provided, however, that so long as the Securities are registered in the name of
The Depository Trust Company ("DTC"), or its nominee, all payments of principal,
Redemption Price and interest in respect thereof will be made in immediately
available funds.

     3.   Paying Agent and Security Registrar. Initially, J.P. Morgan Trust
Company, National Association, will act as Paying Agent and Security Registrar.
The Company may change any Paying Agent or Security Registrar without notice.

     4.   Indenture. The Company issued the Securities under an Indenture, dated
as of November 18, 2004 (the "Indenture"), between the Company and J.P. Morgan
Trust Company, National Association, as Trustee (the "Trustee"). This Security
is one of an issue of Securities of the Company issued under the Indenture. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as amended
from time to time (the "TIA"). The Securities are subject to all such terms, and
Holders of the Securities are referred to the Indenture and the TIA for a
statement of them. Capitalized terms used herein and not otherwise defined have
the meanings set forth in the Indenture. The Securities constitute senior
indebtedness of the Company and, as such, shall be general unsecured and
unsubordinated obligations of the Company ranking equally with all of the
Company's unsecured and unsubordinated obligations. The Company may, subject to
the terms of the Indenture and applicable law, issue additional Securities under
the Indenture. The Securities issued on November 18, 2004 and any additional
Securities subsequently issued shall be treated as a single class for all
purposes of the Indenture. The Indenture limits the ability of

<PAGE>

the Company to incur certain liens and to merge or consolidate with another
entity or transfer all or substantially all of its property and assets.

     5.   Optional Redemption. The Securities are subject to redemption upon not
less than 30 nor more than 60 days notice mailed to the Holder, at any time
prior to maturity as a whole or in part, at the election of the Company at a
price equal to the greater of (i) 100% of the principal amount of the Securities
to be redeemed or (ii) as determined by a Quotation Agent, the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued to the
date of redemption) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 10 basis points, plus, in each case, accrued and unpaid
interest on the Securities to the Redemption Date.

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

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

     "Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with Company.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (1)
the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Quotations,
or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

     "Reference Treasury Dealer" means (1) Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC and their
respective successors; PROVIDED, HOWEVER, that, if any of the foregoing shall
cease to be a primary United States Government securities dealer in the United
States (a "Primary Treasury Dealer"), the Company shall substitute therefore
another Primary Treasury Dealer; and (2) any other Primary Treasury Dealers
selected by the Trustee after consultation with the Company.

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

     6.   Sinking Fund. No sinking fund is provided for the Securities.

     7.   Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 of the Indenture not
involving any transfer.
<PAGE>

     8.   Persons Deemed Owners. The registered Holder of a Security may be
treated as the owner of it for all purposes.

     9.   Unclaimed Money. Subject to any applicable abandoned property laws, if
money for the payment of principal or interest remains unclaimed for two years,
the Trustee or Paying Agent will pay the money back to the Company at its
written request. After that, Holders entitled to the money must look to the
Company for payment as unsecured general creditors unless an "abandoned
property" law designates another Person.

     10.  Amendment, Supplement, Waiver. The Company and the Trustee may,
without the consent of the holders of any outstanding Securities, amend, waive
or supplement the Indenture or the Securities for certain specified purposes,
including, among other things, curing ambiguities, defects or inconsistencies,
or making any other change that does not adversely affect the rights of any
Holder in any material respect. Other amendments and modifications of the
Indenture or the Securities may be made by the Company and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Securities affected, subject to certain exceptions
requiring the consent of the Holders of each Security affected thereby.

     11.  Successor Corporation. When a successor corporation assumes all the
obligations of its predecessor under the Securities and the Indenture and the
transaction complies with the terms of Article 8 of the Indenture, the
predecessor corporation, subject to certain exceptions, will be released from
those obligations.

     12.  Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Section 501(5) or Section
501(6) of the Indenture) occurs and is continuing, then the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities may, or the
Trustee may, declare the principal of, plus accrued interest, if any, to be due
and payable immediately. If an Event of Default specified in Section 501(5) or
Section 501(6) of the Indenture occurs and is continuing, the principal of and
accrued interest on all of the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. Holders of the Securities may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee may
require indemnity reasonably satisfactory to it before it enforces the Indenture
or the Securities. Subject to certain limitations, Holders of a majority in
principal amount of the then Outstanding Securities may direct the Trustee in
its exercise of any trust or power. The Company must furnish an annual
compliance certificate to the Trustee.

     13.  No Recourse Against Others. A director, officer, employee, or
stockholder, as such, of the Company or any of its Affiliates shall not have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of the Securities by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.
<PAGE>

     14.  Defeasance. The Indenture contains provisions (which provisions apply
to this Security) for defeasance at any time of (a) the entire indebtedness of
the Company in respect of this Security and (b) certain restrictive covenants
and Defaults and Events of Default, in each case upon compliance by the Company
with certain conditions set forth therein.

     15.  Authentication. This Security shall not be valid until the Trustee
signs the certificate of authentication to this Security.

     16.  GOVERNING LAW. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     The Company will furnish to any Holder of Securities upon written request
and without charge a copy of the Indenture. Requests may be made to:

     BOSTON SCIENTIFIC CORPORATION
     One Boston Scientific Place
     Natick, Massachusetts  01760
     Telephone:  (508) 650-8000
     Telecopy:  (508) 650-8956
     Attention:  General Counsel

<PAGE>

                                 ASSIGNMENT FORM

If you the holder want to assign this Security, fill in the form below and have
your signature guaranteed:


     I or we assign and transfer this Security to ___________________________
___________________________________________________ (Insert assignee's social
security or tax ID number) ___________________________ (Print or type assignee's
name, address and zip code) and irrevocably appoint ______________________ agent
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.


Date: ___________________________    Your signature: ___________________________
                                                     (Sign exactly as your name
                                                      appears on the other side
                                                          of this Security)


Signature Guarantee: ___________________________________________________________






     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Securities Transfer Agents Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>exh4-3_13106.txt
<DESCRIPTION>FORM OF GLOBAL SECURITY - 5.125% - DUE 2017
<TEXT>
                                                                     EXHIBIT 4.3
                                                                     -----------



     This Security is a Registered Security in permanent global form within the
meaning of the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary. This Security is exchangeable
for Securities registered in the name of a person other than the Depositary or
its nominee only in the limited circumstances described in the Indenture. Unless
and until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.

     Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Security
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.



<PAGE>

No. 2                                                   CUSIP NO.:     101137AD9
                                                        ISIN NO.:   US101137AD98


                                  $250,000,000

                              5.125% NOTE DUE 2017


                  BOSTON SCIENTIFIC CORPORATION promises to pay
            to Cede & Co. or registered assigns the principal sum of
               TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) on
                                January 12, 2017.


Interest Payment Dates: January 12 and July 12 of each year, commencing January
12, 2005.

Regular Record Dates: January 1 and July 1.


     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.




                            [SIGNATURE PAGE FOLLOWS]


<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


Dated:  November 18, 2004

                                               BOSTON SCIENTIFIC CORPORATION


                                               By:  /s/ Milan Kofol
                                                    ---------------------------
                                               Name:  Milan Kofol
                                               Title: Vice President, Treasurer
                                                      and Investor Relations





           [corporate seal]


Attest:


By:  /s/ Lawrence J. Knopf
     ---------------------
Name:  Lawrence J. Knopf
Title: Assistant Secretary
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION



Dated: November 18, 2004

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



                                             J.P. MORGAN TRUST COMPANY,
                                             NATIONAL ASSOCIATION as Trustee


                                             By: /s/ James P. Freeman
                                                 ------------------------------
                                                      Authorized Officer



<PAGE>

                          [REVERSE OF FORM OF SECURITY]

                          BOSTON SCIENTIFIC CORPORATION


                              5.125% NOTE DUE 2017

     1.   Interest. BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the
"Company", which definition shall include any successor thereto in accordance
with the Indenture (as defined below), promises to pay, until the principal
hereof is paid or made available for payment, interest on the principal amount
set forth on the reverse side hereof at a rate of 5.125% per annum. Interest on
the Securities will accrue from and including the most recent date to which
interest has been paid or, if no interest has been paid, from November 18, 2004
through but excluding the date on which interest is paid. Interest shall be
payable in arrears on January 12 and July 12 of each year (each an "Interest
Payment Date"), commencing January 12, 2005. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

     2.   Method of Payment. The Company will pay interest on the Securities to
the Persons who are registered Holders of Securities at the close of business on
the immediately preceding January 1 and July 1 of each year (each, a "Regular
Record Date"). Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal, the Redemption Price and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. At the Company's option,
interest may be paid by check mailed to the registered address of the Holder or
by wire transfer to an account designated by the Holder of this Security;
provided, however, that so long as the Securities are registered in the name of
The Depository Trust Company ("DTC"), or its nominee, all payments of principal,
Redemption Price and interest in respect thereof will be made in immediately
available funds.

     3.   Paying Agent and Security Registrar. Initially, J.P. Morgan Trust
Company, National Association, will act as Paying Agent and Security Registrar.
The Company may change any Paying Agent or Security Registrar without notice.

     4.   Indenture. The Company issued the Securities under an Indenture, dated
as of November 18, 2004 (the "Indenture"), between the Company and J.P. Morgan
Trust Company, National Association, as Trustee (the "Trustee"). This Security
is one of an issue of Securities of the Company issued under the Indenture. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as amended
from time to time (the "TIA"). The Securities are subject to all such terms, and
Holders of the Securities are referred to the Indenture and the TIA for a
statement of them. Capitalized terms used herein and not otherwise defined have
the meanings set forth in the Indenture. The Securities constitute senior
indebtedness of the Company and, as such, shall be general unsecured and
unsubordinated obligations of the Company ranking equally with all of the
Company's unsecured and unsubordinated obligations. The Company may, subject to
the terms of the Indenture and applicable law, issue additional Securities under
the Indenture. The Securities issued on November 18, 2004 and any additional
Securities subsequently issued shall be treated as a single class for all
purposes of the Indenture. The Indenture limits the ability of
<PAGE>

the Company to incur certain liens and to merge or consolidate with another
entity or transfer all or substantially all of its property and assets.

     5.   Optional Redemption. The Securities are subject to redemption upon not
less than 30 nor more than 60 days notice mailed to the Holder, at any time
prior to maturity as a whole or in part, at the election of the Company at a
price equal to the greater of (i) 100% of the principal amount of the Securities
to be redeemed or (ii) as determined by a Quotation Agent, the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued to the
date of redemption) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid
interest on the Securities to the Redemption Date.

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

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

     "Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with Company.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (1)
the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Quotations,
or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

     "Reference Treasury Dealer" means (1) Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC and their
respective successors; PROVIDED, HOWEVER, that, if any of the foregoing shall
cease to be a primary United States Government securities dealer in the United
States (a "Primary Treasury Dealer"), the Company shall substitute therefore
another Primary Treasury Dealer; and (2) any other Primary Treasury Dealers
selected by the Trustee after consultation with the Company.

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

     6.   Sinking Fund. No sinking fund is provided for the Securities.

     7.   Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 of the Indenture not
involving any transfer.
<PAGE>

     8.   Persons Deemed Owners. The registered Holder of a Security may be
treated as the owner of it for all purposes.

     9.   Unclaimed Money. Subject to any applicable abandoned property laws, if
money for the payment of principal or interest remains unclaimed for two years,
the Trustee or Paying Agent will pay the money back to the Company at its
written request. After that, Holders entitled to the money must look to the
Company for payment as unsecured general creditors unless an "abandoned
property" law designates another Person.

     10.  Amendment, Supplement, Waiver. The Company and the Trustee may,
without the consent of the holders of any outstanding Securities, amend, waive
or supplement the Indenture or the Securities for certain specified purposes,
including, among other things, curing ambiguities, defects or inconsistencies,
or making any other change that does not adversely affect the rights of any
Holder in any material respect. Other amendments and modifications of the
Indenture or the Securities may be made by the Company and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Securities affected, subject to certain exceptions
requiring the consent of the Holders of each Security affected thereby.

     11.  Successor Corporation. When a successor corporation assumes all the
obligations of its predecessor under the Securities and the Indenture and the
transaction complies with the terms of Article 8 of the Indenture, the
predecessor corporation, subject to certain exceptions, will be released from
those obligations.

     12.  Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Section 501(5) or Section
501(6) of the Indenture) occurs and is continuing, then the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities may, or the
Trustee may, declare the principal of, plus accrued interest, if any, to be due
and payable immediately. If an Event of Default specified in Section 501(5) or
Section 501(6) of the Indenture occurs and is continuing, the principal of and
accrued interest on all of the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. Holders of the Securities may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee may
require indemnity reasonably satisfactory to it before it enforces the Indenture
or the Securities. Subject to certain limitations, Holders of a majority in
principal amount of the then Outstanding Securities may direct the Trustee in
its exercise of any trust or power. The Company must furnish an annual
compliance certificate to the Trustee.

     13.  No Recourse Against Others. A director, officer, employee, or
stockholder, as such, of the Company or any of its Affiliates shall not have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of the Securities by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.
<PAGE>

     14.  Defeasance. The Indenture contains provisions (which provisions apply
to this Security) for defeasance at any time of (a) the entire indebtedness of
the Company in respect of this Security and (b) certain restrictive covenants
and Defaults and Events of Default, in each case upon compliance by the Company
with certain conditions set forth therein.

     15.  Authentication. This Security shall not be valid until the Trustee
signs the certificate of authentication to this Security.

     16.  GOVERNING LAW. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


     The Company will furnish to any Holder of Securities upon written request
and without charge a copy of the Indenture. Requests may be made to:



     BOSTON SCIENTIFIC CORPORATION
     One Boston Scientific Place
     Natick, Massachusetts  01760
     Telephone:  (508) 650-8000
     Telecopy:  (508) 650-8956
     Attention:  General Counsel


<PAGE>

                                 ASSIGNMENT FORM

If you the holder want to assign this Security, fill in the form below and have
your signature guaranteed:



     I or we assign and transfer this Security to ______________________________
________________________________________________________________________________
(Insert assignee's social security or tax ID number) ___________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code) and irrevocably appoint
_________________ agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.

Date: _________________________        Your signature: _________________________
                                                      (Sign exactly as your name
                                                       appears on the other side
                                                           of this Security)



Signature Guarantee: ___________________________________________________________


     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security Registrar, which requirements include
membership or participation in the Securities Transfer Agents Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

</TEXT>
</DOCUMENT>
</SUBMISSION>
