<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>s509989.txt
<DESCRIPTION>EX. 4.3 - SENIOR INDENTURE
<TEXT>
                                                                   Exhibit 4.3


                              THE STANLEY WORKS,

                                    Issuer

                                      to


                             JPMORGAN CHASE BANK,

                                    Trustee

                               ________________

                                   INDENTURE

                               ________________



                       Dated as of November [___], 2003



                                Debt Securities



<PAGE>



                        Reconciliation and tie between
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                 and Indenture


Trust Indenture
Act Section                                                 Indenture Section
-----------                                                 -----------------

ss.310(a)(1).......................................................      6.8
(a)(2).............................................................      6.8
(b)................................................................      6.9
ss.312(a)..........................................................      7.1
(b)................................................................      7.2
(c)................................................................      7.2
ss.313(a)..........................................................      7.3
(b)(2).............................................................      7.3
(c)................................................................      7.3
(d)................................................................      7.3
ss.314(a)..........................................................      7.4
(c)(1).............................................................      1.2
(c)(2).............................................................      1.2
(e)................................................................      1.2
(f)................................................................      1.2
ss.316(a) (last sentence)..........................................      1.1
(a)(1)(A)..........................................................5.2, 5.12
(a)(1)(B) .........................................................     5.13
(b)................................................................      5.8
ss.317(a)(1).......................................................      5.3
(a)(2).............................................................      5.4
(b)................................................................     10.3
ss.318(a)..........................................................      1.8

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



<PAGE>


<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

<S>                                                                                                     <C>
Recitals.................................................................................................1

                                                 ARTICLE 1

                          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1. Definitions.................................................................................1
         Act.............................................................................................2
         Additional Amounts..............................................................................2
         Affiliate.......................................................................................2
         Attributable Debt...............................................................................2
         Authenticating Agent............................................................................2
         Authorized Newspaper............................................................................2
         Authorized Officer..............................................................................3
         Bearer Security.................................................................................3
         Board of Directors..............................................................................3
         Board Resolution................................................................................3
         Business Day....................................................................................3
         Commission......................................................................................3
         Common Stock....................................................................................3
         Company.........................................................................................3
         Company Request and Company Order...............................................................3
         Consolidated Net Worth..........................................................................4
         Corporate Trust Office..........................................................................4
         Corporation.....................................................................................4
         Coupon..........................................................................................4
         Currency........................................................................................4
         CUSIP number....................................................................................4
         Defaulted Interest..............................................................................4
         Dollars.........................................................................................4
         Event of Default................................................................................4
         Foreign Currency................................................................................4
         Government Obligations..........................................................................4
         Holder..........................................................................................5
         Indebtedness....................................................................................5
         Indenture.......................................................................................5
         Indexed Security................................................................................5
         Interest Payment Date...........................................................................5
         Judgment Currency...............................................................................5
         Maturity........................................................................................5
         Mortgage........................................................................................5
         New York Banking Day............................................................................5
         "Office" or "Agency"............................................................................5
         Officer's Certificate...........................................................................5
         Opinion of Counsel..............................................................................5
         Original Issue Discount Security................................................................6
         Outstanding.....................................................................................6
         Paying Agent....................................................................................7
         Person..........................................................................................7
         Place of Payment................................................................................7
         Predecessor Security............................................................................7
         Principal Property..............................................................................7
         Redemption Date.................................................................................8
         Redemption Price................................................................................8
         Registered Security.............................................................................8
         Regular Record Date.............................................................................8
         Required Currency...............................................................................8
         Responsible Officer.............................................................................8
         Restricted Subsidiary...........................................................................8
         Sale and Lease-back Transaction.................................................................8
         "Security" or "Securities"......................................................................8
         "Security Register" and "Security Registrar"....................................................9
         Special Record Date.............................................................................9
         Stated Maturity.................................................................................9
         Subsidiary......................................................................................9
         Trust Indenture Act.............................................................................9
         Trustee.........................................................................................9
         United States...................................................................................9
         United States Alien.............................................................................9
         "U.S. Depository" or "Depository"...............................................................9
         Vice President.................................................................................10
Section 1.2. Compliance Certificates and Opinions.......................................................10
Section 1.3. Form of Documents Delivered to Trustee.....................................................10
Section 1.4. Acts of Holders............................................................................11
Section 1.5. Notices, Etc., to Trustee and Company......................................................13
Section 1.6. Notice to Holders of Securities; Waiver....................................................13
Section 1.7. Language of Notices........................................................................14
Section 1.8. Conflict with Trust Indenture Act..........................................................14
Section 1.9. Effect of Headings and Table of Contents...................................................14
Section 1.10. Successors and Assigns....................................................................14
Section 1.11. Separability Clause.......................................................................14
Section 1.12. Benefits of Indenture.....................................................................15
Section 1.13. Governing Law; Waiver of Trial by Jury; and Jurisdiction..................................15
Section 1.14. Legal Holidays............................................................................15
Section 1.15. Counterparts..............................................................................15
Section 1.16. Judgment Currency.........................................................................16
Section 1.17. No Security Interest Created..............................................................16
Section 1.18. Limitation on Individual Liability........................................................16

                                                 ARTICLE 2

                                             SECURITIES FORMS

Section 2.1. Forms Generally............................................................................17
Section 2.2. Form of Trustee's Certificate of Authentication............................................17
Section 2.3. Securities in Global Form..................................................................18

                                                 ARTICLE 3

                                              THE SECURITIES

Section 3.1. Amount Unlimited; Issuable in Series.......................................................18
Section 3.2. Currency; Denominations....................................................................22
Section 3.3. Execution, Authentication, Delivery and Dating.............................................22
Section 3.4. Temporary Securities.......................................................................24
Section 3.5. Registration, Transfer and Exchange........................................................25
Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities...........................................28
Section 3.7. Payment of Interest and Certain Additional  Amounts;
             Rights to Interest and Certain Additional Amounts Preserved................................29
Section 3.8. Persons Deemed Owners......................................................................31
Section 3.9. Cancellation...............................................................................32
Section 3.10. Computation of Interest...................................................................32
Section 3.11. CUSIP Numbers.............................................................................32

                                                 ARTICLE 4

                                  SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.1. Satisfaction and Discharge.................................................................32
Section 4.2. Defeasance and Covenant Defeasance.........................................................34
Section 4.3. Application of Trust Money.................................................................37

                                                 ARTICLE 5

                                                 REMEDIES

Section 5.1. Events of Default..........................................................................38
Section 5.2. Acceleration of Maturity; Rescission and Annulment.........................................40
Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee............................41
Section 5.4. Trustee May File Proofs of Claim...........................................................41
Section 5.5. Trustee May Enforce Claims Without Possession of Securities or Coupons.....................42
Section 5.6. Application of Money Collected.............................................................42
Section 5.7. Limitations on Suits.......................................................................43
Section 5.8. Unconditional Right of Holders to Receive Principal and Any
             Premium, Interest and Additional Amounts...................................................44
Section 5.9. Restoration of Rights and Remedies.........................................................44
Section 5.10. Rights and Remedies Cumulative............................................................44
Section 5.11. Delay or Omission Not Waiver..............................................................44
Section 5.12. Control by Holders of Securities..........................................................44
Section 5.13. Waiver of Past Defaults...................................................................45
Section 5.14. Waiver of Usury, Stay or Extension Laws...................................................45
Section 5.15. Undertaking for Costs.....................................................................45

                                                 ARTICLE 6

                                                THE TRUSTEE

Section 6.1. Certain Duties and Responsibilities of the Trustee.........................................46
Section 6.2  Certain Rights of Trustee..................................................................47
Section 6.3. Notice of Defaults.........................................................................49
Section 6.4  Not Responsible for Recitals or Issuance of Securities.....................................49
Section 6.5. May Hold Securities........................................................................49
Section 6.6. Money Held in Trust........................................................................50
Section 6.7. Compensation and Reimbursement.............................................................50
Section 6.8. Corporate Trustee Required; Eligibility....................................................51
Section 6.9. Disqualification; Conflicting Interests....................................................51
Section 6.10. Resignation and Removal; Appointment of Successor.........................................52
Section 6.11. Acceptance of Appointment by Successor....................................................53
Section 6.12. Merger, Conversion, Consolidation or Succession to Business...............................54
Section 6.13. Appointment of Authenticating Agent.......................................................55
Section 6.14. Trustee's Application for Instructions from the Company...................................56

                                                 ARTICLE 7

                             HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1. Company to Furnish Trustee Names and Addresses of Holders..................................57
Section 7.2. Preservation of Information; Communications to Holders.....................................57
Section 7.3. Reports by Trustee.........................................................................57
Section 7.4. Reports by Company.........................................................................58

                                                 ARTICLE 8

                                      CONSOLIDATION, MERGER AND SALES

Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.......................................59
Section 8.2. Successor Person Substituted for Company...................................................59

                                                 ARTICLE 9

                                          SUPPLEMENTAL INDENTURES

Section 9.1. Supplemental Indentures Without Consent of Holders.........................................59
Section 9.2. Supplemental Indentures with Consent of Holders............................................61
Section 9.3. Execution of Supplemental Indentures.......................................................62
Section 9.4. Effect of Supplemental Indentures..........................................................62
Section 9.5. Reference in Securities to Supplemental Indentures.........................................62
Section 9.6. Conformity with Trust Indenture Act........................................................63
Section 9.7. Notice of Supplemental Indenture...........................................................63

                                                ARTICLE 10

                                                 COVENANTS

Section 10.1. Payment of Principal, Any Premium, Interest and Additional Amounts........................63
Section 10.2. Maintenance of Office or Agency...........................................................63
Section 10.3. Money for Securities Payments to Be Held in Trust.........................................64
Section 10.4. Additional Amounts........................................................................66
Section 10.5. Limitation on Liens.......................................................................67
Section 10.6. Limitation on Sale and Lease-Back Transactions............................................68
Section 10.7. Corporate Existence.......................................................................69
Section 10.8. Waiver of Certain Covenants...............................................................69
Section 10.9. Company Statement as to Compliance; Notice of Certain Defaults............................69
Section 10.10. Calculation of Original Issue Discount...................................................70

                                                ARTICLE 11

                                         REDEMPTION OF SECURITIES

Section 11.1. Applicability of Article..................................................................70
Section 11.2. Election to Redeem; Notice to Trustee.....................................................70
Section 11.3. Selection by Trustee of Securities to Be Redeemed.........................................70
Section 11.4. Notice of Redemption......................................................................71
Section 11.5. Deposit of Redemption Price...............................................................73
Section 11.6. Securities Payable on Redemption Date.....................................................73
Section 11.7. Securities Redeemed in Part...............................................................74

                                                ARTICLE 12

                                          [INTENTIONALLY OMITTED]


                                                ARTICLE 13

                                    REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1. Applicability of Article..................................................................74

                                                ARTICLE 14

                                          [INTENTIONALLY OMITTED]


                                                ARTICLE 15

                                     MEETINGS OF HOLDERS OF SECURITIES

Section 15.1. Purposes for Which Meetings May Be Called.................................................75
Section 15.2. Call, Notice and Place of Meetings........................................................75
Section 15.3. Persons Entitled to Vote at Meetings......................................................75
Section 15.4. Quorum; Action............................................................................76
Section 15.5.  Determination of Voting Rights; Conduct and Adjournment of Meetings......................76
Section 15.6. Counting Votes and Recording Action of Meetings...........................................77
Section 15.7. Action Without Meeting....................................................................78

</TABLE>


<PAGE>




         INDENTURE, dated as of November [___], 2003 (the "Indenture"), between
THE STANLEY WORKS, a corporation duly organized and existing under the laws of
the State of Connecticut (hereinafter called the "Company"), having its
principal executive office located at 1000 Stanley Drive, New Britain,
Connecticut, 06053, and JPMORGAN CHASE BANK, a banking corporation duly
organized and existing under the laws of the State of New York (hereinafter
called the "Trustee"), having its Corporate Trust Office located at 4 New York
Plaza, New York, New York, 10004.

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior
unsecured debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more
series and to have such other provisions as shall be fixed as hereinafter
provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.1. Definitions.

         Except as otherwise expressly provided in or pursuant to this
Indenture or unless the context otherwise requires, for all purposes of this
Indenture:

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

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

               (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States of America and, except as
         otherwise herein expressly provided, the terms "generally accepted
         accounting principles" or "GAAP" with respect to any computation
         required or permitted hereunder shall mean such accounting principles
         as are generally accepted in the United States of America at the date
         or time of such computation;

               (4) the words "herein", "hereof", "hereto" 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; and

               (5) references herein to Sections or Articles refer to Sections
         or Articles in this Indenture.

         Certain terms used principally in certain Articles hereof are defined
in those Articles.

         "Act", when used with respect to any Holders, has the meaning
specified in Section 1.4.

         "Additional Amount[s]" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes, assessments or
other governmental charges imposed on Holders specified therein and which are
owing to such Holders.

         "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 the meanings correlative to
the foregoing.

         "Attributable Debt" in respect of any Sale and Lease-Back Transaction
means, as of the time of the determination, the lesser of (i) the sale price
of the Principal Property so leased multiplied by a fraction the numerator of
which is the remaining portion of the base term of the lease included in such
transaction and the denominator of which is the base term of such lease, and
(ii) the total obligation (discounted to present value at the implicit
interest factor, determined in accordance with generally accepted financial
practice, included in the rental payments or, if such interest factor cannot
readily be determined, at a rate of interest of 10% per annum, compounded
semi-annually) of the lessee for rental payments (other than amounts required
to be paid on account of property taxes as well as maintenance, repairs,
insurance, water rates and other items which do not constitute payments for
property rights) during the remaining portion of the base term of the lease
included in such transaction.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Authorized Newspaper" means a newspaper, in an official language of
the place of publication or in the English language, customarily published on
each day that is a Business Day in the place of publication, whether or not
published on days that are not Business Days in the place of publication, 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 day that is a
Business Day in the place of publication.

         "Authorized Officer" means, when used with respect to the Company,
the Chairman of the Board of Directors, a Vice Chairman, the President, any
Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company.

         "Bearer Security" means any Security in the form established pursuant
to Section 2.1 which is payable to bearer.

         "Board of Directors" means the board of directors of the Company or
any committee of that board duly authorized to act generally or in any
particular respect for the Company hereunder.

         "Board Resolution" means a copy of one or more resolutions, 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", with respect to any Place of Payment or other
location, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, any day other than a Saturday, Sunday or other day on
which banking institutions in such Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

         "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
as amended, 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 Stock" includes any capital stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up
of the Company and which is not subject to redemption by the Company.

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

         "Company Request" and "Company Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman of the Board of Directors, a Vice Chairman, the Chief Executive
Officer, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

         "Consolidated Net Worth" means the excess over current liabilities of
all assets properly appearing on a consolidated balance sheet of the Company
and its consolidated Subsidiaries after deducting the minority interests of
others in Subsidiaries.

         "Corporate Trust Office" means the corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered; which office at the date of original execution of
this Indenture is located at 4 New York Plaza, New York, New York 10004, or
the principal corporate trust office of any successor Trustee.

         "Corporation" includes corporations and, except for purposes of
Article Eight, associations, companies, business trusts and limited liability
companies.

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

         "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, and with respect to any other payment,
deposit or transfer pursuant to or contemplated by the terms hereof or such
Security, means Dollars.

         "CUSIP number" means the alphanumeric designation assigned to a
Security by Standard & Poor's Corporation, CUSIP Service Bureau (or any Person
to whom this function may be sold or otherwise transferred).

         "Defaulted Interest" has the meaning specified in Section 3.7.

         "Dollars" or "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

         "Event of Default" has the meaning specified in Section 5.1.

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

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which
the principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America or such other government or governments, in each case where the
timely payment or payments thereunder are unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other
government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable except at the option of the holders 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 or other amount with respect to any such
Government Obligation held by such custodian for the account of the holder of
a depository receipt, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder
of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of or other amount with respect to the Government Obligation
evidenced by such depository receipt.

         "Holder", in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, means the bearer thereof and, in the case of any
Coupon, means the bearer thereof.

         "Indebtedness" has the meaning specified in Section 10.5.

         "Indenture" means this instrument 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, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

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

         "Judgment Currency" has the meaning specified in Section 1.16.

         "Maturity", 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 provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or
repurchase, notice of option to elect repayment or otherwise, and includes the
Redemption Date.

         "Mortgage has the meaning specified in Section 10.5.

         "New York Banking Day" has the meaning specified in Section 1.16.

         "Office" or "Agency", with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for
such Securities pursuant to Section 10.2 or any other office or agency of the
Company maintained or designated for such Securities pursuant to Section 10.2
or, to the extent designated or required by Section 10.2 in lieu of such office
or agency, the Corporate Trust Office of the Trustee.

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman, the President or a Vice President of the Company,
that complies with the requirements of Section 314(e) of the Trust Indenture
Act and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
an employee of or counsel for the Company or other counsel who shall be
reasonably acceptable to the Trustee, that, if required by the Trust Indenture
Act, complies with the requirements of Sections 314(c) and/or 314(e) of the
Trust Indenture Act.

         "Original Issue Discount Security" means a Security issued pursuant
to this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 5.2.

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

               (a) any such Security theretofore cancelled by the Trustee or
         the Security Registrar or delivered to the Trustee or the Security
         Registrar for cancellation;

               (b) any such Security for whose payment at the Maturity thereof
         money in the necessary amount has been theretofore deposited pursuant
         hereto (other than pursuant to Section 4.2) 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;

               (c) any such Security with respect to which the Company has
         effected defeasance pursuant to the terms hereof, except to the extent
         provided in Section 4.2;

               (d) any such Security which has been paid pursuant to Section
         3.6 or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, unless there
         shall have been presented to the Trustee proof satisfactory to it that
         such Security is held by a bona fide purchaser in whose hands such
         Security is a valid obligation of the Company; and

               (e) any such Security converted or exchanged as contemplated by
         this Indenture into Common Stock or other securities, if the terms of
         such Security provide for such conversion or exchange pursuant to
         Section 3.1;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present
at a meeting of Holders of Securities for quorum purposes, (i) the principal
amount of an Original Issue Discount Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the amount of the principal thereof that pursuant
to the terms of such Original Issue Discount Security would be declared (or
shall have been declared to be) due and payable upon a declaration of
acceleration thereof pursuant to Section 5.2 at the time of such
determination, and (ii) the principal amount of any Indexed Security that may
be counted in making such determination and that shall be deemed Outstanding
for such purposes shall be equal to the principal face amount of such Indexed
Security at original issuance, unless otherwise provided in or pursuant to
this Indenture, and (iii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor,
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making any such
determination or 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 shall have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee (A) the pledgee's right so to act with respect to such Securities and
(B) that the pledgee is not the Company or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate of the Company
or such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

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

         "Place of Payment", with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any
Additional Amounts with respect to such Security are payable as provided in or
pursuant to this Indenture or such Security.

         "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same indebtedness as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.6 in
exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or
any Security to which a mutilated, destroyed, lost or stolen Coupon appertains
shall be deemed to evidence the same indebtedness as the lost, destroyed,
mutilated or stolen Security or the Security to which a mutilated, destroyed,
lost or stolen Coupon appertains.

         "Principal Property" means all real property and tangible personal
property constituting a manufacturing plant located within the United States
owned by the Company or a Restricted Subsidiary, exclusive of (i) motor
vehicles, mobile materials-handling equipment and other rolling stock, (ii)
office furnishings and equipment, information and electronic data processing
equipment, (iii) any property financed through obligations issued by a state
or possession of the United States, or any political subdivision or
instrumentality of the foregoing, on which the interest is not, in the opinion
of tax counsel of recognized standing or in accordance with a ruling issued by
the Internal Revenue Service, includible in gross income of the holder by
reason of Section 103(a) of the Internal Revenue Code (or any successor to
such provision) as in effect at the time of the issuance of such obligations,
(iv) any real property held for development or sale, or (v) any property the
gross book value of which (including related land and improvements thereon and
all machinery and equipment included therein without deduction of any
depreciation reserves) is less than 10% of Consolidated Net Worth or which the
Board of Directors of the Company determines is not material to the operation
of the business of the Company and its Subsidiaries taken as a whole.

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

         "Redemption Price", with respect to any Security or portion thereof
to be redeemed, means the price at which it is to be redeemed as determined by
or pursuant to this Indenture or such Security.

         "Registered Security" means any Security established pursuant to
Section 2.1 which is registered in a Security Register.

         "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any,
specified in or pursuant to this Indenture or such Security as the "Regular
Record Date".

         "Required Currency" has the meaning specified in Section 1.16.

         "Responsible Officer" means any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, or any trust officer or any other officer of the Trustee
within the Institutional Trust Services-Conventional Debt Unit of the Trustee
(or any similar successor unit or department of the Trustee) located at the
Corporate Trust Office at the Trustee who has direct responsibility for the
administration of this Indenture and, for purposes of Section 6.1(3)(b) and
the first proviso of Section 6.3, shall also include any officer of the
Trustee to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.

         "Restricted Subsidiary" means a Subsidiary (i) substantially all the
property of which is located, or substantially all the business of which is
carried on, within the United States, and (ii) which owns a Principal
Property; provided, however, that the term shall not include any Subsidiary
which is solely or primarily engaged in the business of providing or obtaining
financing for the sale or lease of products sold or leased by the Company or
any Subsidiary or which is primarily engaged in the business of a finance
company either on a secured or an unsecured basis.

         "Sale and Lease-back Transaction" of a corporation means any
arrangement whereby (i) property has been or is to be sold or transferred by
such corporation to any Person with the intention on the part of such
corporation of taking back a lease of such property pursuant to which the
rental payments are calculated to amortize the purchase price of such property
substantially over the useful life of such property and (ii) such property is
in fact so leased by such corporation.

         "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case
may be, 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 any such Person, shall 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 3.5.

         "Special Record Date" for the payment of any Defaulted Interest on
any Registered Security means a date fixed by the Company pursuant to Section
3.7.

         "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due
and payable.

         "Subsidiary" means any corporation of which at least a majority of
all outstanding stock having ordinary voting power in the election of
directors of such corporation is at the time, directly or indirectly, owned by
the Company or by one or more Subsidiaries or by the Company and one or more
Subsidiaries.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time.

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

         "United States", except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

         "United States Alien", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

         "U.S. Depository" or "Depository" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act
of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depository" or "Depository" shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such
Securities.

         "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".

         Section 1.2. Compliance Certificates and Opinions.

         Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer's Certificate stating or opining that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

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

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

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

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

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

         Section 1.3. 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 an Opinion of Counsel, provided
that such officer, after reasonable inquiry, has no reason to believe and does
not believe that the Opinion of Counsel with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such 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, provided that such counsel, after reasonable
inquiry, has no reason to believe, and does not believe 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 or any Security, they may, but need not, be
consolidated and form one instrument.

         Section 1.4. Acts of Holders.

         (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by or pursuant to this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If, but only if, Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, 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 or therein otherwise
expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee
and the Company and any agent of the Trustee or the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 15.6.

         Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depository that is
a Holder of a global Security may provide its proxy or proxies to the
beneficial owners of interests in any such global Security through such U.S.
Depository's standing instructions and customary practices.

         The Company shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by
Holders. When such a record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other Act, whether or not such Holders remain Holders after
such record date. No such request, demand, authorization, direction, notice,
consent, waiver or other Act shall be valid or effective if made, given or
taken more than 90 days after such record date.

         (2) The fact and date of the execution by any Person of any such
instrument or writing referred to in this Section 1.4 may be proved in any
reasonable manner; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

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

         (4) The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of
the termination 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 reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and 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
(i) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (ii) such Bearer Security is produced
to the Trustee by some other Person, or (iii) such Bearer Security is
surrendered in exchange for a Registered Security, or (iv) such Bearer Security
is no longer Outstanding. The ownership, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing
and the date of the commencement and the date of the termination of holding the
same may also be proved in any other manner which the Company and the Trustee
deem sufficient.

         (5) If the Company shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may at its option (but is not obligated to),
by Board Resolution, fix in advance a record date for the determination of
Holders of Registered Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act. 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 Registered Securities of record at the close of business on
such record date shall be deemed to be Holders for the purpose 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 of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

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

         Section 1.5. Notices, Etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

               (1) the Trustee by any Holder or 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, or

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

         Section 1.6. Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

               (1) such notice shall be sufficiently given to Holders of
         Registered Securities if in writing and mailed, first-class postage
         prepaid, to each Holder of a Registered Security 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; and

               (2) such notice shall be sufficiently given to Holders of Bearer
         Securities, if any, if published in an Authorized Newspaper in The
         City of New York and, if such Securities are then listed on any stock
         exchange outside the United States, in an Authorized Newspaper in such
         city as the Company shall advise the Trustee that such stock exchange
         so requires, on a Business Day at least twice, the first such
         publication to be not earlier than the earliest date and the second
         such publication not later than the latest date prescribed for the
         giving of such notice.

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

         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 failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect
in any notice so published, shall affect the sufficiency of any notice mailed
to Holders of Registered Securities as provided above.

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

         Section 1.7. Language of Notices.

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

         Section 1.8. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

         Section 1.9. 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 1.10. Successors and Assigns.

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

         Section 1.11. Separability Clause.

         In case any provision in this Indenture, any Security or any 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 1.12. Benefits of Indenture.

         Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than (i) the parties hereto, (ii) any
Security Registrar, (iii) any Paying Agent, (iv) any Authenticating Agent, (v)
the successors to each of the parties named in (i), (ii), (iii) and (iv) of
this paragraph and, (vi) the Holders of Securities or Coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

         Section 1.13. Governing Law; Waiver of Trial by Jury; and
Jurisdiction.

         This Indenture, the Securities and the Coupons shall be governed by
and construed in accordance with the law of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations Law or
any successor to such statute). The Trustee, the Company, and (by their
acceptance of the Securities) the Holders, agree to submit to the non-exclusive
jurisdiction of any United States federal or state court located in the Borough
of Manhattan, in The City of New York in any action or proceeding arising out
of or relating to this Indenture or the Securities. The Trustee and the Company
hereby knowingly, voluntarily and intentionally waive any rights they may have
to a trial by jury in respect of any litigation based hereon, or arising out
of, under or in connection with, this Indenture or any course of conduct,
course of dealing, statements (whether oral or written) or actions of the
Trustee or the Company relating thereto. The Company acknowledges and agrees
that it has received full and sufficient consideration for this provision and
that this provision is a material inducement for the Trustee and the Holders
entering into this Indenture.

         Section 1.14. Legal Holidays.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or
exchangeable, shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically
states that such provision shall apply in lieu hereof) payment need not be made
at such Place of Payment on such date, and such Securities need not be
converted or exchanged on such date but such payment may be made, and such
Securities may be converted or exchanged, on the next succeeding day that is a
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or at the Stated Maturity or Maturity or on such
last day for conversion or exchange, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or last day for conversion or
exchange, as the case may be, to such next succeeding Business Day.

         Section 1.15. Counterparts.

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         Section 1.16. Judgment Currency.

         The Company agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal
of, or premium or interest, if any, on, or Additional Amounts with respect to,
the Securities of any series (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange
used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the requisite amount of the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture. For
purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or obligated by
law, regulation or executive order to be closed.

         Section 1.17. No Security Interest Created.

         Subject to the provisions of Section 10.5, nothing in this Indenture
or in any Securities, express or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect in any jurisdiction where property of
the Company or its Subsidiaries is or may be located.

         Section 1.18. Limitation on Individual Liability.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company, either directly or through 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 this Indenture and
the obligations issued hereunder are solely corporate obligations, and that no
such personal liability whatever shall attach to, or is or shall be incurred
by, the incorporators, shareholders, officers or directors, as such, of the
Company, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom; and that
any and all such personal liability of every name and nature, either at common
law or in equity or by constitution or statute, of, and any and all such rights
and claims against, every such incorporator, shareholder, officer or director,
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any Security or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Security.

                                   ARTICLE 2

                                SECURITIES FORMS

         Section 2.1. Forms Generally.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the
form established by or pursuant to a Board Resolution and set forth in an
Officer's Certificate or in one or more indentures supplemental hereto, shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security or
Coupon as evidenced by their execution of such Security or Coupon.

         Unless otherwise provided in or pursuant to this Indenture, any
Securities, or the Board Resolution or any indenture supplemental hereto
establishing such series of Securities, the Securities shall be issuable in
registered form without Coupons and shall not be issuable upon the exercise of
warrants.

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

         Section 2.2. Form of Trustee's Certificate of Authentication.

         Subject to Section 6.11, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                      JPMORGAN CHASE BANK,
                                          as Trustee


                                      By
                                        ----------------------------------
                                          Authorized Officer

         Section 2.3. Securities in Global Form.

         If Securities of a series shall be issuable in global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver, in each case at the Company's
expense, 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 3.3 or 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officer's Certificate and need not be
accompanied by an Opinion of Counsel.

         Notwithstanding the provisions of Section 3.7, unless otherwise
specified in or pursuant to this Indenture, any Securities, or the Board
Resolution or any indenture supplemental hereto establishing such series of
Securities, payment of principal of, any premium and interest on, and any
Additional Amounts in respect of, any Security in temporary or permanent global
form shall be made to the Person or Persons specified therein.

         Notwithstanding the provisions of Section 3.8 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company or the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 3.1.

                                   ARTICLE 3

                                 THE SECURITIES

         Section 3.1. Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series.

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officer's Certificate, or established in one or more indentures
supplemental hereto,

               (1) the title of such Securities and the series in which such
         Securities shall be included;

               (2) any limit upon the aggregate principal amount of the
         Securities of such title or the Securities of such series which may be
         authenticated and delivered under this Indenture (except for
         Securities authenticated and delivered upon registration of transfer
         of, or in exchange for, or in lieu of, other Securities of such series
         pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon repayment in part
         of any Registered Security of such series pursuant to Article
         Thirteen, upon surrender in part of any Registered Security for
         conversion into Common Stock or exchange for other securities pursuant
         to its terms, or pursuant to or as contemplated by the terms of such
         Securities);

               (3) if such Securities are to be issuable as Registered
         Securities, as Bearer Securities or alternatively as Bearer Securities
         and Registered Securities, and whether the Bearer Securities are to be
         issuable with Coupons, without Coupons or both, and any restrictions
         applicable to the offer, sale or delivery of the Bearer Securities and
         the terms, if any, upon which Bearer Securities may be exchanged for
         Registered Securities and vice versa;

               (4) if any of such Securities are to be issuable in global form,
         when any of such Securities are to be issuable in global form and (i)
         whether such Securities are to be issued in temporary or permanent
         global form or both, (ii) whether beneficial owners of interests in
         any such global Security may exchange such interests for Securities of
         the same series and of like tenor and of any authorized form and
         denomination, and the circumstances under which any such exchanges may
         occur, if other than in the manner specified in Section 3.5, and (iii)
         the name of the Depository or the U.S. Depository, as the case may be,
         with respect to any such global Security;

               (5) if any of such Securities are to be issuable as Bearer
         Securities or in global form, the date as of which any such Bearer
         Security or global Security shall be dated (if other than the date of
         original issuance of the first of such Securities to be issued);

               (6) if any of such Securities are to be issuable as Bearer
         Securities, whether interest in respect of any portion of a temporary
         Bearer Security in global form payable in respect of an Interest
         Payment Date therefor prior to the exchange, if any, of such temporary
         Bearer Security for definitive Securities shall be paid to any
         clearing organization with respect to the portion of such temporary
         Bearer Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

               (7) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal
         of such Securities is payable;

               (8) the rate or rates at which such Securities shall bear
         interest, if any, or the method, or methods, if any, by which such
         rate or rates are to be determined, the date or dates, if any, from
         which such interest shall accrue or the method or methods, if any, by
         which such date or dates are to be determined, the Interest Payment
         Dates, if any, on which such interest shall be payable and the Regular
         Record Date, if any, for the interest payable on Registered Securities
         on any Interest Payment Date, whether and under what circumstances
         Additional Amounts on such Securities or any of them shall be payable,
         the notice, if any, to Holders regarding the determination of interest
         on a floating rate Security and the manner of giving such notice, and
         the basis upon which interest shall be calculated if other than that
         of a 360-day year of twelve 30-day months;

               (9) if in addition to or other than the Borough of Manhattan,
         The City of New York, the place, or places where the principal of, any
         premium and interest on or any Additional Amounts with respect to such
         Securities shall be payable, any of such Securities that are
         Registered Securities may be surrendered for registration of transfer
         or exchange, any of such Securities may be surrendered for conversion
         or exchange and notices or demands to or upon the Company in respect
         of such Securities and this Indenture may be served, the extent to
         which, or the manner in which, any interest payment or Additional
         Amounts on a global Security on an Interest Payment Date, will be paid
         and the manner in which any principal of or premium, if any, on any
         global Security will be paid;

               (10) whether any of such Securities are to be redeemable at the
         option of the Company and, if so, the date or dates on which, the
         period or periods within which, the price or prices at which and the
         other terms and conditions upon which such Securities may be redeemed,
         in whole or in part, at the option of the Company;

               (11) whether the Company is obligated to redeem or purchase any
         of such Securities or at the option of any Holder thereof and, if so,
         the date or dates on which, the period or periods within which, the
         price or prices at which and the other terms and conditions upon which
         such Securities shall be redeemed or purchased, in whole or in part,
         pursuant to such obligation, and any provisions for the remarketing of
         such Securities so redeemed or purchased;

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

               (13) whether the Securities of the series will be convertible
         into shares of Common Stock and/or exchangeable for other securities,
         and if so, the terms and conditions upon which such Securities will be
         so convertible or exchangeable, and any deletions from or
         modifications or additions to this Indenture to permit or to
         facilitate the issuance of such convertible or exchangeable Securities
         or the administration thereof;

               (14) if other than the principal amount thereof, the portion of
         the principal amount of any of such Securities that shall be payable
         upon declaration of acceleration of the Maturity thereof pursuant to
         Section 5.2 or the method by which such portion is to be determined;

               (15) [Intentionally Omitted]

               (16) [Intentionally Omitted]

               (17) whether the amount of payments of principal of, any premium
         or interest on or any Additional Amounts with respect to such
         Securities may be determined with reference to an index, formula or
         other method or methods (which index, formula or method or methods may
         be based, without limitation, on one or more Currencies, commodities,
         equity securities, equity indices or other indices), and, if so, the
         terms and conditions upon which and the manner in which such amounts
         shall be determined and paid or payable;

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

               (19) whether either or both of Section 4.2(2) relating to
         defeasance or Section 4.2(3) relating to covenant defeasance shall not
         be applicable to the Securities of such series, or any covenants in
         addition to those specified in Section 4.2(3) relating to the
         Securities of such series which shall be subject to covenant of
         defeasance, and any deletions from, or modifications or additions to,
         the provisions of Article Four in respect of the Securities of such
         series;

               (20) whether any of such Securities are to be issuable upon the
         exercise of warrants, and the time, manner and place for such
         Securities to be authenticated and delivered;

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

               (22) if there is more than one Trustee, the identity of the
         Trustee and, if not the Trustee, the identity of each Security
         Registrar, Paying Agent or Authenticating Agent with respect to such
         Securities; and

               (23) any other terms of such Securities and any other deletions
         from or modifications or additions to this Indenture in respect of
         such Securities.

         All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officer's Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officer's Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officer's Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officer's Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

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

         Section 3.2. Currency; Denominations.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise
provided in or pursuant to this Indenture, Registered Securities denominated in
Dollars shall be issuable in registered form without Coupons in denominations
of $1,000 and any integral multiple thereof, and the Bearer Securities
denominated in Dollars shall be issuable in the denomination of $5,000.
Securities not denominated in Dollars shall be issuable in such denominations
as are established with respect to such Securities in or pursuant to this
Indenture.

         Section 3.3. Execution, Authentication, Delivery and Dating.

         Securities shall be executed on behalf of the Company by its Chairman
of the Board, a Vice Chairman, its Chief Executive Officer, its President, its
Chief Financial Officer, its Treasurer, one of its Assistant Treasurers or any
Vice President. Coupons shall be executed on behalf of the Company by the
Treasurer or any Assistant Treasurer of the Company. The signature of any of
these officers on the Securities or any Coupons appertaining thereto may be
manual or facsimile.

         Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities and Coupons or did not hold such offices at the
date of original issuance 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, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officer's
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 3.1 and a Company Order for the
authentication and delivery of such Securities have been delivered to the
Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities shall authenticate and deliver such
Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities and any
Coupons appertaining thereto, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon,

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

                      (a) the form or forms and terms of such Securities and
               Coupons, if any, have been established in conformity with the
               provisions of this Indenture;

                      (b) all conditions precedent to the authentication and
               delivery of such Securities and Coupons, if any, appertaining
               thereto, have been complied with and that such Securities and
               Coupons, when completed by appropriate insertions, and executed
               by a duly authorized officer of the Company, delivered by a duly
               authorized officer of the Company to the Trustee for
               authentication pursuant to this Indenture, and authenticated and
               delivered by the Trustee and issued by the Company in the manner
               and subject to any conditions specified in such Opinion of
               Counsel, will constitute legally valid and binding obligations
               of the Company, enforceable against the Company in accordance
               with their terms, except as enforcement thereof may be subject
               to or limited by bankruptcy, insolvency, reorganization,
               moratorium, arrangement, fraudulent conveyance, fraudulent
               transfer or other similar laws relating to or affecting
               creditors' rights generally, and subject to general principles
               of equity (regardless of whether enforcement is sought in a
               proceeding in equity or at law) and will entitle the Holders
               thereof to the benefits of this Indenture; such Opinion of
               Counsel need express no opinion as to the availability of
               equitable remedies; and

                      (c) the execution, delivery and performance of such
               Securities and Coupons, if any, will not (assuming the Company's
               compliance with all applicable state securities or "Blue Sky"
               laws and except as would not result in a material adverse effect
               on the business affairs, financial condition, earnings or
               results of operations of the Company) result in any violation of
               any applicable law, statute, rule, regulation, judgment, order,
               writ or decree, known to such Counsel, of any federal or state
               government, government instrumentality or court having
               jurisdiction over the Company or any of its properties, assets
               or operations.

and, to the extent that this Indenture is required to be qualified under the
Trust Indenture Act in connection with the issuance of such Securities, to the
further effect that:

                      (d) this Indenture has been qualified under the Trust
               Indenture Act; and

               (2) an Officer's Certificate stating that all conditions
         precedent to the execution, authentication and delivery of such
         Securities and Coupons, if any, appertaining thereto, have been
         complied with and that, to the best knowledge of the Person executing
         such certificate, no event which is, or after notice or lapse of time
         would become, an Event of Default with respect to any of the
         Securities shall have occurred and be continuing.

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

         The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any 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 or if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken.

         Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.

         No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 2.2 or 6.13 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
Authorized Officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

         Section 3.4. Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof 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 or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. 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 thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared
without unreasonable delay. After the preparation of definitive Securities of
the same series and containing terms and provisions that are identical to those
of any temporary Securities, such temporary Securities shall be exchangeable
for such definitive Securities upon surrender of such temporary Securities at
an Office or Agency for such Securities, without charge to any Holder thereof.
Upon surrender for cancellation of any one or more temporary Securities
(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 authorized denominations of
the same series and containing identical terms and provisions; provided,
however, that no definitive Bearer Security, except as provided in or pursuant
to this Indenture, 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 or pursuant to this Indenture. Unless otherwise
provided in or pursuant to this Indenture with respect to a temporary global
Security, 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.

         Section 3.5. Registration, Transfer and Exchange.

         With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as, it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of
a like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

         At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. 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.

         If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of
such series may be exchanged for Registered Securities of such series
containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any Office or Agency for such series, with
all unmatured Coupons and all matured Coupons in default thereto appertaining.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company and the Trustee 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 Bearer Security
shall surrender to any Paying Agent any such missing Coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for
such series located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such Office or
Agency for such series in exchange for a Registered Security of such 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 next succeeding Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such Office or Agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such Coupon is so surrendered with such
Bearer Security, such Coupon shall be returned to the Person so surrendering
the Bearer Security), and interest or Defaulted Interest, as the case may be,
shall 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 shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.

         If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

         Whenever any Securities are surrendered for exchange as contemplated
by the immediately preceding two paragraphs, 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 provided in or
pursuant to this Indenture, any Securities, or the Board Resolution or any
indenture supplemental hereto establishing such series of Securities, any
global Security shall be exchangeable for definitive Securities only if (i) the
Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the Company
executes and delivers to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to the Securities. If the beneficial
owners of interests in a global Security are entitled to exchange such
interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to
this Indenture, and of the same series, containing identical terms and in
aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officer's Certificate or be
accompanied by an Opinion of Counsel), 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 in part, for definitive Securities as
described above without charge. The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the global Security shall be issuable
only in the form in which the Securities are issuable, as provided in or
pursuant to this Indenture) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof, but subject to the satisfaction of any certification
or other requirements to the issuance of Bearer Securities; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of the same series to be
redeemed and ending on the relevant Redemption Date; and provided further that
(unless otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following
any such exchange in part, such global Security shall be returned by the
Trustee to such Depository or the U.S. Depository, as the case may be, or such
other Depository or U.S. Depository referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs
on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next succeeding Interest
Payment Date, or (ii) any Special Record Date for such Security and before the
opening of business at such Office or Agency on the related proposed date for
payment of interest or Defaulted Interest, as the case may be, interest shall
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 shall 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 global
Security shall be 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 entitling the Holders thereof to the same benefits under this
Indenture as the Securities surrendered upon such registration of transfer or
exchange.

         Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security 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, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge and any other
expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer.

         Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or
exchange any Securities during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 11.3 and ending at the close of business on
the day of such selection, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that, such
Bearer Security may be exchanged for a Registered Security of like tenor and
the same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, 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 imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so only if
and when expressly required by the terms of, this Indenture.

         Section 3.6. 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, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

         If there 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 protected purchaser, the Company shall execute and, upon the
Company's request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen Coupon
appertains with all appurtenant Coupons not destroyed, lost or stolen, a new
Security of the same series containing identical terms and of like principal
amount and bearing a number not contemporaneously outstanding, with Coupons
appertaining thereto 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 foregoing provisions of this Section 3.6, in case
any 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, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities
located outside the United States and, unless otherwise provided in or pursuant
to this Indenture, any interest on Bearer Securities and any Additional Amounts
with respect to such interest shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.

         Upon the issuance of any new Security under this Section 3.6, 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, with any Coupons appertaining thereto issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company, whether or
not the destroyed, lost or stolen Security and Coupons appertaining thereto or
the destroyed, lost or stolen Coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

         The provisions of this Section 3.6, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons.

         Section 3.7. Payment of Interest and Certain Additional Amounts;
                      Rights to Interest and Certain Additional Amounts
                      Preserved.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are 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 as of the close of
business on the Regular Record Date for such interest.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
         Interest to the Person in whose name such Registered Security (or a
         Predecessor Security thereof) shall be registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed by the Company in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on such Registered Security,
         the Special Record Date therefor and the date of the proposed payment,
         and at the same time the Company shall deposit with the Trustee an
         amount of money equal to the aggregate amount proposed to be paid in
         respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit on or prior to the date
         of the proposed payment, such money when so deposited to be held in
         trust for the benefit of the Person entitled to such Defaulted
         Interest as in this clause provided. The Special Record Date for the
         payment of such Defaulted Interest 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 notification to the Trustee of the
         proposed payment. The Trustee shall, in the name and at the expense of
         the Company, cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed,
         first-class postage prepaid, to the Holder of such Registered Security
         (or a Predecessor Security thereof) at his address as it appears in
         the Security Register not less than 10 days prior to such Special
         Record Date. The Trustee may, if so directed by the Company, in the
         name and at the expense of the Company cause a similar notice to be
         published at least once in an Authorized Newspaper of general
         circulation in the Borough of Manhattan, The City of New York, but
         such publication shall not be a condition precedent to the
         establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest
         shall be paid to the Person in whose name such Registered Security (or
         a Predecessor Security thereof) shall be 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 in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which such Security 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 payment shall be deemed practicable by the
         Trustee.

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Registered Securities that
bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located in the
United States.

         Subject to the foregoing provisions of this Section and Section 3.5,
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.

         In the case of any Registered Security of any series that is
convertible into shares of Common Stock or exchangeable for other securities,
which Registered Security is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted or exchanged, interest with
respect to which the Stated Maturity is after the date of conversion or
exchange of such Registered Security shall not be payable.

         Section 3.8. 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 in
the Security Register as the owner of such Registered Security for the purpose
of receiving payment of principal of, any premium and (subject to Sections 3.5
and 3.7) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall 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.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or 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 any payment with respect to such Security or Coupon shall 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.

         No Holder of any beneficial interest in any global Security held on
its behalf by a Depository shall have any rights under this Indenture with
respect to such global Security, and such Depository may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

         Section 3.9. Cancellation.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Coupons, as well as Securities and Coupons surrendered directly
to the Trustee for any such purpose, shall be cancelled promptly by the
Trustee. 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 all Securities so
delivered shall be cancelled promptly by the Trustee. 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 or pursuant to this
Indenture. All cancelled Securities and Coupons held by the Trustee shall be
disposed of by the Trustee in accordance with its then practices, unless by a
Company Order the Company directs their return to it.

         Section 3.10. Computation of Interest.

         Except as otherwise provided in or pursuant to this Indenture, any
Security, or the Board Resolution or any indenture supplemental hereto
establishing such series of Securities, interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months.

         Section 3.11. CUSIP Numbers.

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

                                   ARTICLE 4

                    SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1. Satisfaction and Discharge.

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

               (1) either

                      (a) all Securities of such series theretofore
               authenticated and delivered and all Coupons appertaining thereto
               (other than (i) Coupons appertaining to Bearer Securities of
               such series surrendered in exchange for Registered Securities of
               such series and maturing after such exchange whose surrender is
               not required or has been waived as provided in Section 3.5, (ii)
               Securities and Coupons of such series which have been destroyed,
               lost or stolen and which have been replaced or paid as provided
               in Section 3.6, (iii) Coupons appertaining to Securities of such
               series called for redemption and maturing after the relevant
               Redemption Date whose surrender has been waived as provided in
               Section 11.7, and (iv) Securities and Coupons of such series for
               whose payment money has theretofore been deposited in trust or
               segregated and held in trust by the Company and thereafter
               repaid to the Company or discharged from such trust, as provided
               in Section 10.3) have been delivered to the Trustee for
               cancellation; or

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

                            (i) have become due and payable, or

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

                            (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
               deposited or caused to be deposited with the Trustee as trust
               funds in trust for such purpose, money in the Currency in which
               such Securities are payable in an amount sufficient to pay and
               discharge the entire indebtedness on such Securities and any
               Coupons appertaining thereto not theretofore delivered to the
               Trustee for cancellation, including the principal of, any
               premium and interest on, and any Additional Amounts with respect
               to such Securities and any Coupons appertaining thereto, to the
               date of such deposit (in the case of Securities which have
               become due and payable) or the Maturity thereof or the date of
               redemption, as the case may be;

               (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Outstanding
         Securities of such series and any Coupons appertaining thereto; 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.

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

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.7 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the
payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 10.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and with
respect to any rights to convert or exchange such Securities into Common Stock
or other securities shall survive.

         Section 4.2. Defeasance and Covenant Defeasance.

         (1) Unless pursuant to Section 3.1, either or both of (i) defeasance
of the Securities of or within a series under clause (2) of this Section 4.2
shall not be applicable with respect to the Securities of such series or (ii)
covenant defeasance of the Securities of or within a series under clause (3) of
this Section 4.2 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this
Section 4.2 (with such modifications thereto as may be specified pursuant to
Section 3.1 with respect to any Securities), shall be applicable to such
Securities and any Coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to such Securities and
any Coupons appertaining thereto, elect to have Section 4.2(2) or Section
4.2(3) be applied to such Outstanding Securities and any Coupons appertaining
thereto upon compliance with the conditions set forth below in this Section
4.2.

         (2) Upon the Company's exercise of the above option applicable to this
Section 4.2(2) with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities and any Coupons appertaining thereto on
the date the conditions set forth in clause (4) of this Section 4.2 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any Coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of clause (4) of this Section 4.2 and the other Sections of
this Indenture referred to in clauses (i) and (ii) below, and to have satisfied
all of its other obligations under such Securities and any Coupons appertaining
thereto and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any
Coupons appertaining thereto to receive, solely from the trust fund described
in clause (4) of this Section 4.2 and as more fully set forth in such clause,
payments in respect of the principal of (and premium, if any) and interest, if
any, on, and Additional Amounts, if any, with respect to, such Securities and
any Coupons appertaining thereto when such payments are due, and any rights of
such Holder to convert such Securities into Common Stock or exchange such
Securities for other securities, (ii) the obligations of the Company and the
Trustee with respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3
and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 10.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 4.2(4)(a)
below), and with respect to any rights to convert such Securities into Common
Stock or exchange such Securities for other securities, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2. The Company may exercise its option under this Section 4.2(2)
notwithstanding the prior exercise of its option under clause (3) of this
Section 4.2 with respect to such Securities and any Coupons appertaining
thereto.

         (3) Upon the Company's exercise of the option to have this Section
4.2(3) apply with respect to any Securities of or within a series, the Company
shall be released from its obligations under Sections 10.5 and 10.6, and, to
the extent specified pursuant to Section 3.1(19), any other covenant applicable
to such Securities, with respect to such Outstanding Securities and any Coupons
appertaining thereto on and after the date the conditions set forth in clause
(4) of this Section 4.2 are satisfied (hereinafter, "covenant defeasance"), and
such Securities and any Coupons appertaining thereto shall thereafter be deemed
to be not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with any such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company may omit to comply with, and shall
have no liability in respect of, any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section
5.1(4) or 5.1(8) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and Coupons
appertaining thereto shall be unaffected thereby.

         (4) The following shall be the conditions to application of clause (2)
or (3) of this Section 4.2 to any Outstanding Securities of or within a series
and any Coupons appertaining thereto:

               (a) The Company shall irrevocably have deposited or caused to be
         deposited with the Trustee (or another trustee satisfying the
         requirements of Section 6.8 who shall agree to comply with the
         provisions of this Section 4.2 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 Coupons appertaining thereto, (1)
         an amount in Dollars in which such Securities and any Coupons
         appertaining thereto are then specified as payable at Stated Maturity,
         (2) Government Obligations or (3) a combination thereof, applicable to
         such Securities and Coupons appertaining thereto (determined on the
         basis of the Currency in which such Securities and Coupons
         appertaining thereto are then specified as payable at Stated Maturity)
         which through the scheduled payment of principal and interest in
         respect thereof in accordance with their terms will provide money in
         an amount, not later than one day before the due date of any payment
         of principal of (and premium, if any) and interest, if any, on such
         Securities and any Coupons appertaining thereto, sufficient, without
         consideration of any reinvestment of such principal and interest, in
         the opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying trustee) to pay and discharge the
         principal of (and premium, if any) and interest, if any, on such
         Outstanding Securities and any Coupons appertaining thereto at the
         Stated Maturity of such principal or installment of principal or
         premium or interest.

               (b) 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.

               (c) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to such
         Securities and any Coupons appertaining thereto shall have occurred
         and be continuing on the date of such deposit and, with respect to
         defeasance only, at any time during the period ending on the 123rd day
         after the date of such deposit (it being understood that this
         condition shall not be deemed satisfied until the expiration of such
         period).

               (d) In the case of an election under clause (2) of this Section
         4.2, the Company shall have delivered to the Trustee an Opinion of
         Counsel stating that (i) the Company has received from the Internal
         Revenue Service a letter ruling, or there has been published by the
         Internal Revenue Service a revenue ruling, or (ii) since the date of
         execution of this Indenture, there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such
         Outstanding Securities and any Coupons appertaining thereto will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such defeasance had not occurred.

               (e) In the case of an election under clause (3) of this Section
         4.2, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders of such Outstanding Securities
         and any Coupons appertaining thereto will not recognize income, gain
         or loss for Federal income tax purposes as a result of such covenant
         defeasance and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred.

               (f) The Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that, after the 123rd day after the date of
         deposit, all money and Government Obligations (or other property as
         may be provided pursuant to Section 3.1) (including the proceeds
         thereof) deposited or caused to be deposited with the Trustee (or
         other qualifying trustee) pursuant to this Section 4.2(4) to be held
         in trust will not be subject to any case or proceeding (whether
         voluntary or involuntary) in respect of the Company under any Federal
         or State bankruptcy, insolvency, reorganization or other similar law,
         or any decree or order for relief in respect of the Company issued in
         connection therewith.

               (g) The Company shall have delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance or covenant defeasance under
         clause (2) or (3) of this Section 4.2 (as the case may be) have been
         complied with.

               (h) Notwithstanding any other provisions of this Section 4.2(4),
         such defeasance or covenant defeasance shall be effected in compliance
         with any additional or substitute terms, conditions or limitations
         which may be imposed on the Company in connection therewith pursuant
         to Section 3.1.

         The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of Section 4.3, the "Trustee") against any
tax, fee or other charge, imposed on or assessed against the Government
Obligations deposited pursuant to this Section 4.2 or the principal or interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
Coupons appertaining thereto.

         Anything in this Section 4.2 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 clause (4) of this Section 4.2 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.

         Section 4.3. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any Coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional
Amounts, if any; but such money and Government Obligations need not be
segregated from other funds except to the extent required by law.

                                   ARTICLE 5

                                    REMEDIES

         Section 5.1. Events of Default.

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

               (1) default in the payment of any interest on any Security of
         such series, or any Additional Amounts payable with respect thereto,
         when such interest becomes or such Additional Amounts become 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 any premium,
         if any, on any Security of such series, or any Additional Amounts
         payable with respect thereto, when such principal or premium becomes
         or such Additional Amounts become due and payable at their Maturity;
         or

               (3) [Intentionally Omitted]

               (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture, the Securities, or in the
         Board Resolution or any supplemental indenture hereto establishing
         such series of Securities (other than a covenant or warranty a default
         in the performance or the breach of which is elsewhere in this Section
         specifically dealt with or which has been expressly included in this
         Indenture solely for the benefit of a series of Securities other than
         such series), and continuance of such default or breach for a period
         of 90 days after there has been given, by registered or certified
         mail, to the Company by the Trustee or to the Company and the Trustee
         by the Holders of at least 25% in principal amount of the Outstanding
         Securities of such 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) if any event of default as defined in any mortgage,
         indenture or instrument under which there may be issued, or by which
         there may be secured or evidenced, any indebtedness for money borrowed
         of the Company, whether such indebtedness now exists or shall
         hereafter be created, shall happen and shall result in such
         indebtedness in principal amount in excess of $10,000,000 becoming or
         being declared due and payable prior to the date on which it would
         otherwise become due and payable, and such acceleration shall not be
         rescinded or annulled or otherwise cured within a period of 10 days
         after there shall have been given, by registered or certified mail, to
         the Company by the Trustee or to the Company and the Trustee by the
         Holders of at least 25% in principal amount of the Outstanding
         Securities of such series, a written notice specifying such event of
         default and requiring the Company to cause such acceleration to be
         rescinded or annulled or to cause such indebtedness to be discharged
         and stating that such notice is a "Notice of Default" hereunder; or

               (6) the Company shall fail within 60 days to pay, bond or
         otherwise discharge any uninsured judgment or court order for the
         payment of money in excess of $25,000,000, which is not stayed on
         appeal or is not otherwise being appropriately contested in good
         faith; or

               (7) the entry by a court having competent jurisdiction of:

                      (a) a decree or order for relief in respect of the
               Company in an involuntary proceeding under any applicable
               bankruptcy, insolvency, reorganization or other similar law and
               such decree or order shall remain unstayed and in effect for a
               period of 60 consecutive days; or

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

                      (c) a final and non-appealable order appointing a
               custodian, receiver, liquidator, assignee, trustee or other
               similar official of the Company or of any substantial part of
               the property of the Company, or ordering the winding up or
               liquidation of the affairs of the Company; or

               (8) the commencement by the Company of a voluntary proceeding
         under any applicable bankruptcy, insolvency, reorganization or other
         similar law or of a voluntary proceeding seeking to be adjudicated
         insolvent or the consent by the Company to the entry of a decree or
         order for relief in an involuntary proceeding under any applicable
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any insolvency proceedings against it, or the filing
         by the Company of a petition or answer or consent seeking
         reorganization, arrangement, adjustment or composition of the Company
         or relief under any applicable law, or the consent by the Company to
         the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee or
         similar official of the Company or any substantial part of the
         property of the Company or the making by the Company of an assignment
         for the benefit of creditors, or the taking of corporate action by the
         Company in furtherance of any such action; or

               (9) any other Event of Default provided in or pursuant to this
         Indenture or established in or pursuant to a Board Resolution and set
         forth in an Officer's Certificate, or established in one or more
         indentures supplemental hereto establishing any series of Securities
         with respect to Securities of such series.

         Section 5.2. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default specified in clause (7) or (8)
of Section 5.1) occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of such
series or set forth in the Board Resolution or any indenture supplemental
hereto establishing any series of Securities may declare the principal of all
the Securities of such series, or such lesser amount as may be provided for in
the Securities of such series, to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and
upon any such declaration such principal or such lesser amount shall become
immediately due and payable.

         If an Event of Default specified in clause (7) or (8) of Section 5.1
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities 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 of any Security of that series.

         At any time after a declaration of acceleration with respect to the
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

                      (a) all overdue installments of any interest on and
               Additional Amounts with respect to all Securities of such series
               and any Coupon appertaining thereto,

                      (b) the principal of and any premium on any Securities of
               such series which have become due otherwise than by such
               declaration of acceleration and interest thereon and any
               Additional Amounts with respect thereto at the rate or rates
               borne by or provided for in such Securities,

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

                      (d) all sums paid or advanced by the Trustee hereunder
               and the reasonable compensation, expenses, disbursements and
               advances of the Trustee, its agents and counsel and all other
               amounts due the Trustee under Section 6.7; and

               (2) all Events of Default with respect to Securities of such
         series, other than the non-payment of the principal of, any premium
         and interest on, and any Additional Amounts with respect to Securities
         of such series which shall have become due solely by such declaration
         of acceleration, shall have been cured or waived as provided in
         Section 5.13.

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

         Section 5.3. 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 or any Additional Amounts with respect to any Security or
         any Coupon appertaining thereto when such interest or Additional
         Amounts shall have become 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 any
         premium on any Security or any Additional Amounts with respect thereto
         at their Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining
thereto, the whole amount of money then due and payable with respect to such
Securities and any Coupons appertaining thereto, with interest upon the
overdue principal, any premium and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of
interest and Additional Amounts at the rate or rates borne by or provided for
in such Securities, and, in addition thereto, such further amount of money as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due to the Trustee under
Section 6.7.

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

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

         Section 5.4. 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 of any series or the property of the Company or such other obligor
or their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

               (1) to file and prove a claim for the whole amount, or such
         lesser amount as may be provided for in the Securities of any
         applicable series, of the principal and any premium, interest and
         Additional Amounts owing and unpaid in respect of the Securities and
         any Coupons appertaining thereto 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 or
         counsel and any other amounts due the Trustee under Section 6.7) and
         of the Holders of Securities or any Coupons appertaining thereto
         allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons 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 of Securities or any Coupons, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any
other amounts due the Trustee under Section 6.7.

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

         Section 5.5. Trustee May Enforce Claims Without Possession of
Securities or Coupons.

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

         Section 5.6. Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article or any
money or other property otherwise distributable in respect of the Company's
obligations under this Indenture 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 any premium, interest or Additional Amounts,
upon presentation of the Securities or Coupons, or both, as the case may be,
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

               FIRST: To the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 6.7;

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

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

         Section 5.7. Limitations on Suits.

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

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture or any Security to affect, disturb or prejudice
the rights of any other such Holders or Holders of Securities of any other
series, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.

         Section 5.8. Unconditional Right of Holders to Receive Principal and
                      Any Premium, Interest and Additional Amounts.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 3.5 and 3.7) interest on, and any Additional Amounts with respect
to such Security or payment of such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case
of repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

         Section 5.9. Restoration of Rights and Remedies.

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

         Section 5.10. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or Coupons in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or to each and every Holder of a Security or a Coupon
is intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall 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, to the extent permitted by law,
prevent the concurrent assertion or employment of any other appropriate right
or remedy.

         Section 5.11. 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 any Holder of a Security or a Coupon may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

         Section 5.12. Control by Holders of Securities.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series and any Coupons appertaining thereto, provided that

               (1) such direction shall not be in conflict with any rule of law
         or with this Indenture or with the Securities of such series or
         involve the Trustee in any personal liability or expense,

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

               (3) such direction is not unduly prejudicial to the rights of
         the other Holders of Securities of such series not joining in such
         action.

         Section 5.13. Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except
a default

               (1) in the payment of the principal of, any premium or interest
         on, or any Additional Amounts with respect to, any Security of such
         series or any Coupons appertaining thereto, or

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

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

         Section 5.14. Waiver of Usury, Stay or Extension Laws.

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

         Section 5.15. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
any undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.15 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on
or after the date for repayment) or for the enforcement of the right, if any,
to convert or exchange any Security into Common Stock or other securities in
accordance with its terms.

                                   ARTICLE 6

                                  THE TRUSTEE

         Section 6.1. Certain Duties and Responsibilities of the Trustee

               (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 (but need not confirm or investigate the accuracy of
               mathematical calculations or other facts stated therein).

               (2) In case an Event of Default has occurred and is continuing,
         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 his or her own affairs.

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

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

                      (b) the Trustee shall not be liable for any error of
               judgment made in good faith by a Responsible Officer, unless it
               shall be proved that the Trustee was negligent in ascertaining
               the pertinent facts; 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 Outstanding Securities of any 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 with respect to the Securities of such series.

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

               (5) No provision of this Indenture shall be deemed to impose any
         duty or obligation on the Trustee to perform any act or acts, receive
         or obtain any interest in property or exercise any interest in
         property, or exercise any right, power, duty or obligation conferred
         or imposed on it in any jurisdiction in which it shall be illegal, or
         in which the Trustee shall be unqualified or incompetent in accordance
         with applicable law, to perform any such act or acts, to receive or
         obtain any such interest in property or to exercise any such right,
         power, duty or obligation.

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

         Section 6.2. Certain Rights of Trustee.

         Subject to Section 6.1:

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

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

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

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

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

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

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

               (8) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken, 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;

               (9) the Trustee shall not be deemed to have or be charged with
         knowledge of any default (as defined in Section 6.2) or Event of
         Default with respect to the Securities of any series or any Coupons
         unless a Responsible Officer of the Trustee has received at the
         Corporate Trust Office of the Trustee written notice of such default
         or Event of Default from the Company or any Holder of the Securities
         of such series, and such notice references the Securities and this
         Indenture;

               (10) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its
         right to be indemnified, are extended to, and shall be enforceable by,
         the Trustee in each of its capacities hereunder, and each agent,
         custodian and other Person employed to act hereunder,

               (11) the Trustee may request that the Company deliver an
         Officer's Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officer's Certificate may be signed
         by any persons authorized to sign an Officer's Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded; and

               (12) the permissive right of the Trustee to take action under
         this Indenture shall not be construed as a duty.

         Section 6.3. 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 by mail to
all Holders of Securities of such series entitled to receive reports pursuant
to Section 7.3(3), 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 of (or premium, if any), or interest, if any, on, or Additional
Amounts with respect to, any Security 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 determines that the withholding of such
notice is in the interests of the Holders of Securities and Coupons of such
series; and provided further that, in the case of any default of the character
specified in Section 5.1(5) with respect to Securities of such series, no such
notice to Holders shall be given until at least 10 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

         The Trustee shall not be deemed to have or be charged with knowledge
of a default unless a Responsible Officer receives at the Corporate Trust
Office of the Trustee written notice of the default giving rise thereto from
the Company or any of the Holders and such notice references the Securities and
this Indenture.

         Section 6.4. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any Coupons shall be taken as
the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the 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 any
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 the Securities or the proceeds thereof.

         Section 6.5. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agents, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights
it would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

         Section 6.6. Money Held in Trust.

         Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

         Section 6.7. Compensation and Reimbursement.

         The Company agrees:

               (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by the Trustee 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 or arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder (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 the
         Trustee's negligence or willful misconduct; and

               (3) to indemnify, defend and hold the Trustee and its directors,
         officers, employees and agents (collectively with the Trustee, the
         "Indemnities") harmless from and against every loss, liability or
         expense, including without limitation damages, fines, suits, actions,
         demands, penalties, costs, out -of-pocket or incidental expenses,
         legal fees and expenses, and the costs and expenses of defending or
         preparing to defend against any claim (collectively, "Losses"), that
         may be imposed on, incurred by, or asserted against, any Indemnitee
         for or in respect of the Trustee's (1) execution and delivery of this
         Indenture, (2) compliance or attempted compliance with or reliance
         upon any instruction or other direction upon which the Trustee is
         authorized to rely pursuant to the terms of this Indenture, and (3)
         performance under this Indenture, except in the case of such
         performance only and with respect to any Indemnitee to the extent that
         the Loss resulted from such Indemnitee's negligence or willful
         misconduct.

         The Trustee's claims under this Section shall have priority over all
other claims against the Company under this Indenture.

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

         In addition to and without prejudice to its rights hereunder, when the
Trustee incurs expenses or renders services in connection with a default
specified in Section 5.1, the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under applicable Federal or state
bankruptcy, insolvency or other similar law. "Trustee" for purposes of this
Section 6.7 shall include any predecessor Trustee, but the negligence, willful
misconduct or bad faith of any Trustee shall not affect the rights of any other
Trustee under this Section 6.7.

         The provisions of this Section 6.7, including the lien and claim of
the Trustee, shall survive the satisfaction, discharge and termination of this
Indenture for any reason of this Indenture, including under Article IV hereof,
the resignation or removal of the Trustee and any rejection or termination
under any applicable bankruptcy or insolvency law, and shall apply with equal
force and effect to the Trustee in each of its capacities hereunder and each
agent, custodian and other Person employed to act hereunder.

         Section 6.8. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, that is eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000, and that is subject to supervision or examination
by Federal or state authority. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

         Section 6.9. Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, 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 conflict of interest arising from
its capacity as trustee in respect of the Securities of any other series.

         The Trustee shall comply with Section 310(b) of the Trust Indenture
Act; provided, however, that there shall be excluded from the operation of
Section 310(b)(1) of the Trust Indenture Act any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such
exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

         Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

         Section 6.10. Resignation and Removal; Appointment of Successor.

               (1) 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 pursuant
         to Section 6.11.

               (2) Subject to Section 6.10(1), the Trustee may resign at any
         time with respect to the Securities of one or more series by giving
         written notice thereof to the Company. If the instrument of acceptance
         by a successor Trustee required by Section 6.11 shall not have been
         delivered to the Trustee within 30 days after the giving of such
         notice of resignation, the resigning or removed Trustee, as the case
         may be, may petition any court of competent jurisdiction for the
         appointment of a successor Trustee with respect to such series.

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

               (4) If at any time:

                      (a) the Trustee shall fail to comply with the obligations
               imposed upon it under Section 310(b) of the Trust Indenture Act
               with respect to Securities of any series after written request
               therefor by the Company or any Holder of a Security of such
               series who has been a bona fide Holder of a Security of such
               series for at least six months, or

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

                      (c) 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,

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of
such series, or (ii) subject to Section 5.15, any Holder of a Security who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities of such series and the appointment of a successor Trustee or
Trustees.

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

               (6) The Company shall give notice of each resignation and each
         removal of the Trustee with respect to the Securities of any series
         and each appointment of a successor Trustee with respect to the
         Securities of any series by mailing written notice of such event by
         first-class mail, postage prepaid, to the Holders of Registered
         Securities, if any, of such series as their names and addresses appear
         in the Security Register and, if Securities of such series are issued
         as Bearer Securities, by publishing notice of such event once in an
         Authorized Newspaper in each Place of Payment located outside the
         United States. 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.

               (7) In no event shall any retiring Trustee be liable for the
         acts or omissions of any successor Trustee hereunder.

         Section 6.11. Acceptance of Appointment by Successor.

         (1) Upon the appointment hereunder of any successor Trustee with
respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and 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 hereunder of the retiring Trustee; but, on the
request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges, shall execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and, subject to Section 10.3, 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
6.7.

         (2) Upon the appointment hereunder of any successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such 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, (b) 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 (c) 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, 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 that no
Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, 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
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 such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates and subject to Section 10.3 shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the 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 to its claim
and lien provided for in Section 6.7.

         (3) Upon request of any Person appointed hereunder as a successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (1) or (2) of this Section, as the
case may be.

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

         Section 6.12. Merger, Conversion, Consolidation or Succession to
Business.

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

         Section 6.13. Appointment of Authenticating Agent.

         The Trustee may appoint one or more Authenticating Agents acceptable
to the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that
or those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, 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 must be acceptable to the Company and,
except as provided in or pursuant to this Indenture, shall at all times be a
Corporation that would be permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating
Agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. 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 all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, 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 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 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 (i) mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders
of Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.7.

         The provisions of Sections 3.8, 6.4 and 6.5 shall be applicable to
each Authenticating Agent.

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

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

                                             [NAME OF TRUSTEE],
                                                 as Trustee


                                             By
                                               ---------------------------
                                               as Authenticating Agent


                                             By
                                               ---------------------------
                                               Authorized Officer

         If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officer's Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.

         Section 6.14. Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the
date on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on
or after the date specified in such application (which date shall not be less
than three Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Trustee shall have received
written instructions in response to such application specifying the action to
be taken or omitted.

                                   ARTICLE 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.1. Company to Furnish Trustee Names and Addresses of
Holders.

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company shall furnish or cause to be furnished to the Trustee

               (1) semiannually with respect to Securities of each series not
         later than May 15 and November 15 of the year commencing November
         15, 2003 or upon such other dates as are set forth in or pursuant to
         the Board Resolution or indenture supplemental hereto authorizing such
         series, a list, in each case in such form as the Trustee may
         reasonably require, of the names and addresses of Holders as of the
         applicable date, and

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

provided, however, that so long as the Trustee is the Security Registrar no
such list shall be required to be furnished.

         Section 7.2. Preservation of Information; Communications to Holders.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

         Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company, the
Trustee, any Paying Agent or any Security Registrar shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders of Securities in accordance with Section 312(c) of the
Trust Indenture Act, 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) of the
Trust Indenture Act.

         Section 7.3. Reports by Trustee.

         (1) Within 60 days after September 15 of each year commencing with the
first September 15 following the first issuance of Securities pursuant to
Section 3.3, if and to the extent required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the
Trust Indenture Act, a brief report dated as of such September 15 with respect
to any of the events specified in said Section 313(a) which may have occurred
since the later of the immediately preceding September 15 and the date of this
Indenture.

         (2) The Trustee shall transmit the reports required by Section 313(a)
of the Trust Indenture Act at the times specified therein.

         (3) Reports pursuant to this Section shall be transmitted in the
manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act. The Company will promptly notify the Trustee when the Securities
are listed on any stock exchange and of any delisting thereof.

         Section 7.4. Reports by Company.

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
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, as amended; or,
         if the Company is not required to file information, documents or
         reports pursuant to either of said 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, as amended, 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 within 30 days after the filing thereof with the
         Trustee, in the manner and to the extent provided in Section 313(c) of
         the Trust Indenture Act, 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 an Officer's Certificate).

                                   ARTICLE 8

                        CONSOLIDATION, MERGER AND SALES

         Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person unless:

               (1) the corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer the properties and assets of the Company substantially as an
         entirety shall be a corporation organized and existing under the laws
         of the United States of America, any state thereof or the District of
         Columbia, and shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee for each series of
         Securities, in form satisfactory to each such Trustee, the due and
         punctual payment of the principal of (and premium, if any) and
         interest, if any, on all the Securities and the performance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed;

               (2) immediately after giving effect to such transaction, no
         Event of Default with respect to any series of Securities, and no
         event which, after notice or lapse of time, or both, would become an
         Event of Default with respect to any series of Securities, shall have
         happened and be continuing; and

               (3) the Company has delivered to the Trustee for each series of
         Securities 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 8.2. Successor Person Substituted for Company.

         Upon any consolidation by the Company with or merger of the Company
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 8.1, 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 (except in the case of a lease) be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein.

                                   ARTICLE 9

                            SUPPLEMENTAL INDENTURES

         Section 9.1. Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders of Securities or Coupons, the
Company (when authorized by or pursuant to a Board Resolution) and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, for any of the following purposes:

               (1) to evidence the succession of another Person to the Company,
         and the assumption by any such successor of the covenants of the
         Company 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 (as shall be specified
         in such supplemental indenture or indentures) or to surrender any
         right or power herein conferred upon the Company; or

               (3) 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, any premium or interest on or any Additional Amounts with respect
         to Securities, to permit Bearer Securities to be issued in exchange
         for Registered Securities, to permit Bearer Securities to be exchanged
         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 Outstanding Securities of any series or any Coupons
         appertaining thereto in any material respect; or

               (4) to establish the form or terms of Securities of any series
         and any Coupons appertaining thereto as permitted by Sections 2.1 and
         3.1; or

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

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

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

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

               (9) 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
         Article Four, provided that any such action shall not adversely affect
         the interests of any Holder of an Outstanding Security of such series
         and any Coupons appertaining thereto or any other Outstanding Security
         or Coupon in any material respect; or

               (10) to secure the Securities pursuant to Section 10.5, 10.6 or
         otherwise; or

               (11) to make provisions with respect to conversion or exchange
         rights of Holders of Securities of any series; or

               (12) to amend or supplement any provision contained herein or in
         any supplemental indenture, provided that no such amendment or
         supplement shall materially adversely affect the interests of the
         Holders of any Securities then Outstanding.

         Section 9.2. Supplemental Indentures with Consent of Holders.

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

               (1) change the Stated Maturity of the principal of, or any
         premium or installment of interest on or any Additional Amounts with
         respect to, any Security, or reduce the principal amount thereof or
         the rate (or modify the calculation of such rate) of interest thereon
         or any Additional Amounts with respect thereto, or any premium payable
         upon the redemption thereof or otherwise, or change the obligation of
         the Company to pay Additional Amounts pursuant to Section 10.4 (except
         as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 5.2 or the
         amount thereof provable in bankruptcy pursuant to Section 5.4, change
         the redemption provisions or adversely affect the right of repayment
         at the option of any Holder as contemplated by Article Thirteen, or
         change the Place of Payment, Currency in which the principal of, any
         premium or interest on, or any Additional Amounts with respect to any
         Security is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date or, in the case of repayment at the option of the Holder, on or
         after the date for repayment), or

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

               (3) modify any of the provisions of this Section, Section 5.13
         or Section 10.8, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby, or

               (4) make any change that adversely affects the right to convert
         or exchange any Security into or for Common Stock or other securities
         in accordance with its terms.

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

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

         Section 9.3. Execution of Supplemental Indentures.

         As a condition to executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.1) 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 and an
Officer's Certificate stating that all conditions precedent to the execution of
such supplemental indenture have been fulfilled. 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 9.4. 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 a Security theretofore or thereafter authenticated and delivered
hereunder and of any Coupon appertaining thereto shall be bound thereby.

         Section 9.5. 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 9.6. Conformity with Trust Indenture Act.

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

         Section 9.7. Notice of Supplemental Indenture.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                  ARTICLE 10

                                   COVENANTS

         Section 10.1. Payment of Principal, Any Premium, Interest and
                       Additional Amounts.

         The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature.

         Section 10.2. Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series
are issuable as Bearer Securities, the Company shall maintain, subject to any
laws or regulations applicable thereto, an Office or Agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. 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 such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for
the purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.

         Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency 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,
if amounts owing with respect to any Bearer Securities shall be payable in
Dollars, payment of principal of, any premium or interest on and any Additional
Amounts with respect to any such Security may be made at the Corporate Trust
Office of the Trustee or any Office or Agency designated by the Company in the
Borough of Manhattan, The City of New York, if (but only if) payment of the
full amount of such principal, premium, interest or Additional Amounts at all
offices 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 such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an Office or Agency in each Place of Payment for Securities of any
series for such purposes. The Company shall 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 provided in or
pursuant to this Indenture, the Company hereby designates as the Place of
Payment for each series of Securities the Borough of Manhattan, The City of
New York, and initially appoints the Corporate Trust Office of the Trustee as
the Office or Agency of the Company in the Borough of Manhattan, The City of
New York for such purpose. The Company may subsequently appoint a different
Office or Agency in the Borough of Manhattan, The City of New York for the
Securities of any series.

         Section 10.3. Money for Securities Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of
the principal of, any premium or interest on or Additional Amounts with respect
to any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 3.1 for the Securities of such series) sufficient to pay the
principal or any premium, interest or Additional Amounts so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to
act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of, any premium or interest on or any Additional Amounts with respect to any
Securities of such series, deposit with any Paying Agent a sum (in the currency
or currencies, currency unit or units or composite currency or currencies
described in the preceding paragraph) sufficient to pay the principal or any
premium, interest or Additional Amounts so becoming due, such sum to be held in
trust for the benefit of the Persons entitled thereto, 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 shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent shall:

               (1) hold all sums held by it for the payment of the principal
         of, any premium or interest on or any Additional Amounts with respect
         to 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 provided in or pursuant to this Indenture;

               (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, any premium or interest on or any Additional
         Amounts with respect to 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 terms as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such sums.

         Except as otherwise provided herein or pursuant hereto, 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, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have
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 any Coupon appertaining thereto 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 in each Place of Payment for such
series or to be mailed to Holders of Registered Securities of such series, or
both, 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
or mailing nor shall it be later than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the
Company. Anything in this Section 10.3 to the contrary notwithstanding, in the
absence of a written request from the Company to return unclaimed funds to the
Company, the Trustee shall from time to time deliver all unclaimed funds to or
as directed by applicable escheat authorities, as determined by the Trustee in
its sole discretion, in accordance with the customary practices and procedures
of the Trustee. Any unclaimed funds held by the Trustee pursuant to this
Section shall be held uninvested and without any liability for interest.

         Section 10.4. Additional Amounts.

         If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto 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 provision hereof
shall not be construed as excluding the payment of Additional Amounts in those
provisions hereof where such express mention is not made.

         Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, 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 such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents,
if other than the Trustee, an Officer's Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who
are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
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 or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken
or omitted by any of them in reliance on any Officer's Certificate furnished
pursuant to this Section.

         Section 10.5. Limitation on Liens.

         (1) The Company will not, and will not permit any Restricted
Subsidiary to, issue, assume or guarantee any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed (herein referred to for
purposes of this Section 10.5 and Section 10.6 as "Indebtedness") secured by
any mortgage, security interest, pledge or lien (herein referred to for
purposes of this Section 10.5 and Section 10.6 as a "Mortgage") of or upon any
Principal Property, or shares of capital stock or Indebtedness issued by any
Restricted Subsidiary and owned by the Company or any Restricted Subsidiary
whether owned at the date of this Indenture or thereafter acquired, without
making effective provision, and the Company in each case will make or cause to
be made effective provision, whereby the Securities shall be secured by such
Mortgage equally and ratably with any and all other Indebtedness thereby
secured, so long as such Indebtedness shall be so secured (for the purpose of
providing such equal and ratable security the principal amount of the
Securities shall mean and shall not be less than that principal amount that
could be declared to be due and payable pursuant to Section 5.2 on the date of
the making of such effective provision and the extent of such equal and ratable
security shall be adjusted as and when said principal amount changes over time
pursuant to Section 5.2 and any other provision hereof); provided, however,
that the foregoing restriction shall not apply to Indebtedness secured by any
of the following:

               (a) Mortgages on any property existing at the time of
         acquisition thereof or at the date of this Indenture;

               (b) Mortgages on property of a corporation existing at the time
         such corporation is merged into or consolidated with the Company or a
         Restricted Subsidiary is merged into such corporation or at the time
         of a sale, lease or other disposition of the properties of such
         corporation (or a division thereof) as an entirety or substantially as
         an entirety to the Company or a Restricted Subsidiary, provided that
         such Mortgage as a result of such merger, consolidation, sale, lease
         or other disposition is not extended to property owned by the Company
         or such Restricted Subsidiary immediately prior thereto;

               (c) Mortgages on property of a corporation existing at the time
         such corporation first becomes a Restricted Subsidiary.

               (d) Mortgages securing Indebtedness of a Restricted Subsidiary
         to the Company or to another Restricted Subsidiary;

               (e) Mortgages on property to secure all or part of the cost of
         acquiring, substantially repairing or altering, constructing,
         developing or substantially improving all or any part of such
         property, or to secure Indebtedness incurred to provide funds for any
         such purpose or for reimbursement of funds previously expended for any
         such purpose, provided the commitment of the creditor to extend the
         credit secured by any such Mortgage shall have been obtained not later
         than 120 days after the later of (i) the completion of the
         acquisition, substantial repair or alteration, construction,
         development or substantial improvement of such property or (ii) the
         placing in operation of such property or of such property as so
         substantially repaired or altered, constructed, developed or
         substantially improved;

               (f) mechanic's liens, tax liens, liens in favor of any
         governmental body to secure progress, advance or other payments or the
         acquisition of real or personal property from such governmental body
         pursuant to any contract or provision of any statute, and other liens,
         charges and encumbrances incidental to construction, to the conduct of
         business or to the ownership of property of the Company or any
         Restricted Subsidiary which were not incurred in connection with the
         borrowing of money or the obtaining of advances or credits or the
         acquisition of property and do not in the aggregate materially impair
         the use of any Principal Property for the purposes for which it is
         held or which are being contested in good faith by the Company or such
         Restricted Subsidiary; or

               (g) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         Mortgage referred to in the foregoing Clauses (a) to (f), inclusive;
         provided, however, that the principal amount of Indebtedness secured
         thereby and not otherwise authorized by said Clauses (a) to (f),
         inclusive, shall not exceed the principal amount of Indebtedness, plus
         any premium or fee payable in connection with any such extension,
         renewal or replacement, so secured at the time of the such extension,
         renewal or replacement.

         (2) Notwithstanding the provisions of Section 10.5(1), the Company or
any Restricted Subsidiary may issue, assume or guarantee Indebtedness secured
by Mortgages which would otherwise be subject to the restrictions of Section
10.5(1) in an aggregate amount which, together with all Attributable Debt
outstanding pursuant to Section 10.6(2) and all Indebtedness outstanding
pursuant to this Section 10.5(2), does not exceed, in the aggregate, 10% of
Consolidated Net Worth.

         Section 10.6. Limitation on Sale and Lease-Back Transactions.

         (1) The Company will not, nor will it permit any Restricted Subsidiary
to, enter into any Sale and Lease-Back Transaction with respect to any
Principal Property (except for a transaction providing for a lease for a term,
including any renewal thereof, of not more than three years, except for a
transaction between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries and except for any lease of property acquired after the
date of this Indenture if the rent payable by the Company or such Restricted
Subsidiary thereunder is to be reimbursed under a contract with the government
of the United States or any instrumentality or agency thereof), if the
commitment by or on behalf of the purchaser is obtained more than 120 days
after the later of (i) the completion of the acquisition, substantial repair or
alteration, construction, development or substantial improvement of such
Principal Property or (ii) the placing in operation of such Principal Property
or of such Principal Property as so substantially repaired or altered,
constructed, developed or substantially improved, unless either (x) the Company
or such Restricted Subsidiary would be entitled pursuant to Section 10.5(1) to
issue, assume or guarantee debt secured by a Mortgage on such Principal
Property without equally and ratably securing the Securities or (y) the Company
shall apply or cause to be applied, in the case of a sale or transfer for cash,
an amount equal to the net proceeds thereof (but not in excess of the net book
value of such Principal Property at the date of such sale or transfer) and, in
the case of a sale or transfer otherwise than for cash, an amount equal to the
fair value (as determined by the Board of Directors) of the Principal Property
so leased to the retirement, within 180 days after the effective date of such
Sale and Lease-Back Transaction, of Securities or other Indebtedness of the
Company or a Restricted Subsidiary; provided, however, that any such retirement
of Securities shall be in accordance with Section 11.1 and provided further
that the amount to be applied to such retirement of Securities or other
Indebtedness shall be reduced by an amount equal to the sum of (A) an amount
equal to the principal amount of Securities delivered within 180 days after the
effective date of such Sale and Lease-Back Transaction to the Trustee for
retirement and cancellation and (B) the principal amount, plus any premium or
fee paid in connection with any redemption in accordance with the terms, of
other Indebtedness voluntarily retired by the Company within such 180-day
period, excluding retirements pursuant to prepayment provisions and payments at
maturity.

         (2) Notwithstanding the provisions of Section 10.6(1), the Company or
any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction
which would otherwise be subject to the restrictions of Section 10.6(1) so long
as all Indebtedness outstanding pursuant to Section 10.5(2), and all
Attributable Debt outstanding pursuant to this Section 10.6(2), does not
exceed, in the aggregate, 10% of Consolidated Net Worth.

         Section 10.7. Corporate Existence.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each Restricted Subsidiary and their respective rights
(charter and statutory) and franchises; provided, however, that the foregoing
shall not obligate the Company or any Restricted Subsidiary to preserve any
such right or franchise if the Company or any Restricted Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct
of its business or the business of such Subsidiary and that the loss thereof is
not disadvantageous in any material respect to any Holder.

         Section 10.8. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 10.5, 10.6 or 10.7 with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series, by Act of such Holders, either shall waive such
compliance in such instance or generally shall have waived compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

         Section 10.9. Company Statement as to Compliance; Notice of Certain
Defaults.

         (1) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement (which need not be contained
in or accompanied by an Officer's Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that

               (a) a review of the activities of the Company during such year
         and of its performance under this Indenture has been made under his or
         her supervision, and

               (b) to the best of his or her knowledge, based on such review,
         (i) the Company has complied with all the conditions and covenants
         imposed on it under this Indenture throughout such year, or, if there
         has been a default in the fulfillment of any such condition or
         covenant, specifying each such default known to him or her and the
         nature and status thereof, and (ii) no event has occurred and is
         continuing which is, or after notice or lapse of time or both would
         become, an Event of Default, or, if such an event has occurred and is
         continuing, specifying each such event known to him and the nature and
         status thereof.

         (2) The Company shall deliver to the Trustee, within five days after
the occurrence thereof, written notice of any Event of Default or any event
which after notice or lapse of time or both would become an Event of Default.

         (3) The Trustee shall have no duty to monitor the Company's compliance
with the covenants contained in this Article 10.

         Section 10.10. Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount, if any, of original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

                                  ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.1. Applicability of Article.

         Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

         Section 11.2. 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 of (a) less than all of the Securities of any
series or (b) all of the Securities of any series, with the same issue date,
interest rate or formula, Stated Maturity and other terms, 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.

         Section 11.3. Selection by Trustee of Securities to Be Redeemed.

         If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms 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, in compliance
with the requirements of the principal national securities exchange, if any, on
which the Securities are listed or, if the Securities are not then listed on a
national securities exchange, on a pro rata basis or by lot, or, by any other
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security
of such series established herein or pursuant hereto.

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

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

         Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into Common Stock or exchanged for other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Securities
which have been converted or exchanged during a selection of Securities to be
redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.

         Section 11.4. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
1.6, not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to the
Holders of Securities to be redeemed. Failure to give notice by mailing in the
manner herein provided to the Holder of any Registered Securities designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

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

         All notices of redemption shall state:

               (1) the Redemption Date,

               (2) the Redemption Price,

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

               (4) in case any Security is to be redeemed in part only, the
         notice which relates to such Security shall state that on and after
         the Redemption Date, upon surrender of such Security, the Holder of
         such Security 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 shall
         become due and payable upon each such Security or portion thereof to
         be redeemed, and, if applicable, that interest thereon shall cease to
         accrue on and after said date,

               (6) the place or places 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 any accrued interest and
         Additional Amounts pertaining thereto,

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

               (8) if Bearer Securities of any series are to be redeemed and no
         Registered Securities of such series are to be redeemed, and if such
         Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on the Redemption Date pursuant to Section 3.5
         or otherwise, the last date, as determined by the Company, on which
         such exchanges may be made,

               (9) in the case of Securities of any series that are convertible
         into Common Stock or exchangeable for other securities, the conversion
         or exchange price or rate, the date or dates on which the right to
         convert or exchange the principal of the Securities of such series to
         be redeemed will commence or terminate and the place or places where
         such Securities may be surrendered for conversion or exchange, and

               (10) the CUSIP numbers or the Euroclear or the Clearstream
         Banking, societe anonyme reference numbers of such Securities, if any
         (or any other numbers used by a Depository to identify such
         Securities).

         A notice of redemption published as contemplated by Section 1.6 need
not identify particular Registered Securities to be redeemed.

         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 11.5. Deposit of Redemption Price.

         On or prior to any Redemption Date, the Company shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 11.4, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.3) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date, unless otherwise specified pursuant to Section 3.1 or in
the Securities of such series) any accrued interest on and Additional Amounts
with respect thereto, all such Securities or portions thereof which are to be
redeemed on that date.

         Section 11.6. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; provided, however, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in Section
10.2), and provided further that, except as otherwise specified in or pursuant
to this Indenture or the Registered Securities of such series, 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
Regular Record Dates therefor according to their terms and the provisions of
Section 3.7.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
Coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that any interest or Additional Amounts represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an Office or Agency for such Security located outside of the United States
except as otherwise Provided in Section 10.2.

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

         Section 11.7. Securities Redeemed in Part.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Registered Security or Securities
of the same series, containing identical terms and provisions, 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. If a Security in global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to
the U.S. Depository or other Depository for such Security in global form as
shall be specified in the Company Order with respect thereto to the Trustee,
without service charge, a new Security in global form in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Security
in global form so surrendered.

                                  ARTICLE 12

                            [INTENTIONALLY OMITTED]




                                  ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 13.1. Applicability of Article.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 13.1, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                  ARTICLE 14

                            [INTENTIONALLY OMITTED]




                                  ARTICLE 15

                       MEETINGS OF HOLDERS OF SECURITIES

         Section 15.1. Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

         Section 15.2. Call, Notice and Place of Meetings.

         (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.1, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.6, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

         (2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 15.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed notice of or made the first publication of the notice of such meeting
within 21 days after receipt of such request (whichever shall be required
pursuant to Section 1.6) or shall not thereafter proceed to cause the meeting
to be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York, or,
if Securities of such series are to be issued as Bearer Securities, in London
for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in clause (1) of this Section.

         Section 15.3. Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

         Section 15.4. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened 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 reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

         Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted only by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
9.2, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other Act which this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of 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 Coupons
appertaining thereto, whether or not such Holders were present or represented
at the meeting.

         Section 15.5. Determination of Voting Rights; Conduct and Adjournment
                       of Meetings.

         (1) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
1.4 and the appointment of any proxy shall be proved in the manner specified in
Section 1.4 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.4 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 1.4 or
other proof.

         (2) 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 15.2(2), 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.

         (3) 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 Securities of
such series held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

         (4) Any meeting of Holders of Securities of any series duly called
pursuant to Section 15.2 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 15.6. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, 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 15.2 and, if
applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

         Section 15.7. Action Without Meeting

         In lieu of a vote of Holders of a meeting as herein above contemplated
in this Article, any request, demand, authorization, direction, notice,
consent, waiver or other action made, may be given or taken by Holders by
written instruments as provided in Section 1.4.

                                   * * * * *


<PAGE>


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

                                                THE STANLEY WORKS


                                                By:
                                                   ----------------------
                                                   Name:  Craig Douglas
                                                   Title: Vice President


                                                JPMORGAN CHASE BANK
                                                    as Trustee


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





</TEXT>
</DOCUMENT>
