TABLE OF CONTENTS (1)

Exhibit 4(a)

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UNITED STATES SURGICAL CORPORATION

THE BANK OF NEW YORK,
Trustee

INDENTURE

Dated as of ________________

Senior Debt Securities

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TABLE OF CONTENTS (1)

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

ARTICLE I Definitions And Other Provisions Of General Application

SECTION 1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 1
"Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
"Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Authenticating Agent" . . . . . . . . . . . . . . . . . . . . . . 2
"Authorized Newspaper" . . . . . . . . . . . . . . . . . . . . . . 2
"Bearer Security" . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . 2
"Board Resolution" . . . . . . . . . . . . . . . . . . . . . . . . 2
"Book-Entry Security" . . . . . . . . . . . . . . . . . . . . . . . 2
"Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"CEDEL S.A." . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Commission" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
"Common Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Company Request" . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Consolidated Net Tangible Assets" . . . . . . . . . . . . . . . . 3
"Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . 3
"Corporation" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Coupon" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Defaulted Interest" . . . . . . . . . . . . . . . . . . . . . . . 3
"Depositary" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Dollar" or "$" . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Euro-clear" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . 3
"Exchange Date" . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Funded Debt" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Hedging Obligation" . . . . . . . . . . . . . . . . . . . . . . . 4
"Holder" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Indenture" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Interest Payment Date" . . . . . . . . . . . . . . . . . . . . . . 4
"Lien" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Officers' Certificate" . . . . . . . . . . . . . . . . . . . . . . 4
"Opinion of Counsel" . . . . . . . . . . . . . . . . . . . . . . . 5
"Original Issue Discount Security" . . . . . . . . . . . . . . . . 5

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(1) NOTE: This table of contents shall not, for any purpose, be deemed to
be a part of the Indenture.

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"Outstanding" . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Place of Payment" . . . . . . . . . . . . . . . . . . . . . . . . 6
"Predecessor Security" . . . . . . . . . . . . . . . . . . . . . . 6
"Redemption Date" . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Redemption Price" . . . . . . . . . . . . . . . . . . . . . . . . 6
"Registered Security" . . . . . . . . . . . . . . . . . . . . . . . 6
"Regular Record Date" . . . . . . . . . . . . . . . . . . . . . . . 6
"Responsible Officer" . . . . . . . . . . . . . . . . . . . . . . . 6
"Restricted Property" . . . . . . . . . . . . . . . . . . . . . . . 7
"Sale and Leaseback Transaction" . . . . . . . . . . . . . . . . . 7
"Securities" . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Security Register" and "Security Registrar" . . . . . . . . . . . 7
"Special Record Date" . . . . . . . . . . . . . . . . . . . . . . . 7
"Stated Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"Trust Indenture Act" . . . . . . . . . . . . . . . . . . . . . . . 8
"United States" . . . . . . . . . . . . . . . . . . . . . . . . . . 8
"United States Alien" . . . . . . . . . . . . . . . . . . . . . . . 8
"U.S. Government Obligations" . . . . . . . . . . . . . . . . . . . 8
"Value" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 1.2. Compliance Certificates and Opinions . . . . . . . . . . . . . 9
SECTION 1.3. Form of Documents Delivered to Trustee . . . . . . . . . . . . 9
SECTION 1.4. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 1.5. Notices, etc., to Trustee and Company. . . . . . . . . . . . . 12
SECTION 1.6. Notice to Holders of Securities; Waiver. . . . . . . . . . . . 13
SECTION 1.7. Language of Notices, etc . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.13. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.14. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.15. Judgment Currency. . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE II Security Forms

SECTION 2.1. Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.2. Form of Trustee's Certificate of Authentication. . . . . . . . 16
SECTION 2.3. Securities in Global Form. . . . . . . . . . . . . . . . . . . 16
SECTION 2.4. Form of Legend for Book-Entry Securities . . . . . . . . . . . 17
SECTION 2.5. Form of Conversion Notice. . . . . . . . . . . . . . . . . . . 17

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ARTICLE III The Securities
SECTION 3.1. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . 18
SECTION 3.2. Denominations. . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.3. Execution, Authentication, Delivery and Dating . . . . . . . . 21
SECTION 3.4. Temporary Securities . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.5. Registration, Registration of Transfer and Exchange. . . . . . 25
SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities and Coupons . 28
SECTION 3.7. Payment of Interest; Interest Rights Preserved . . . . . . . . 29
SECTION 3.8. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.9. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.10. Computation of Interest. . . . . . . . . . . . . . . . . . . . 31
SECTION 3.11. Electronic Security Issuance . . . . . . . . . . . . . . . . . 31
SECTION 3.12. CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE IV Satisfaction and Discharge

SECTION 4.1. Satisfaction and Discharge of Indenture. . . . . . . . . . . . 32
SECTION 4.2. Application of Trust Money . . . . . . . . . . . . . . . . . . 33
SECTION 4.3. Company's Option to Effect Defeasance or Covenant Defeasance . 33
SECTION 4.4. Discharge and Defeasance . . . . . . . . . . . . . . . . . . . 33
SECTION 4.5. Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.6. Conditions to Defeasance or Covenant Defeasance. . . . . . . . 34

ARTICLE V Remedies

SECTION 5.1. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.2. Acceleration of Maturity; Rescission and Annulment . . . . . . 38
SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.4. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . 40
SECTION 5.5. Trustee May Enforce Claims Without Possession of
Securities or Coupons. . . . . . . . . . . . . . . . . . . . 41
SECTION 5.6. Application of Money Collected . . . . . . . . . . . . . . . . 41
SECTION 5.7. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . . . . . . . . . . 42
SECTION 5.9. Restoration of Rights and Remedies . . . . . . . . . . . . . . 42
SECTION 5.10. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . 42
SECTION 5.11. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . 42
SECTION 5.12. Control by Holders of Securities . . . . . . . . . . . . . . . 43
SECTION 5.13. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . 43
SECTION 5.14. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . 43
SECTION 5.15. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . 44

ARTICLE VI The Trustee

SECTION 6.1. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . 44

iii

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SECTION 6.2. Not Responsible for Recitals or Issuance of Securities . . . . 45
SECTION 6.3. May Hold Securities. . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.4. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.5. Compensation and Reimbursement . . . . . . . . . . . . . . . . 45
SECTION 6.6. Resignation and Removal; Appointment of Successor. . . . . . . 46
SECTION 6.7. Acceptance of Appointment by Successor . . . . . . . . . . . . 47
SECTION 6.8. Disqualification; Conflicting Interests. . . . . . . . . . . . 48
SECTION 6.9. Corporate Trustee Required; Eligibility. . . . . . . . . . . . 49
SECTION 6.10. Preferential Collection of Claims Against Company. . . . . . . 49
SECTION 6.11. Merger, Conversion Consolidation or Succession to Business . . 49
SECTION 6.12. Appointment of Authenticating Agent. . . . . . . . . . . . . . 49
SECTION 6.13. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE VII Holders' Lists and Reports by Trustee and Company

SECTION 7.1. Preservation of Information; Communications to Holders . . . . 51
SECTION 7.2. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 7.3. Reports by Company . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE VIII Consolidation, Merger, Sale, Lease, Transfer or Other Disposition

SECTION 8.1. Company May Consolidate, etc. Only on Certain Terms. . . . . . 53
SECTION 8.2. Successor Substituted. . . . . . . . . . . . . . . . . . . . . 54

ARTICLE IX Supplemental Indentures

SECTION 9.1. Supplemental Indentures Without Consent of Holders . . . . . . 54
SECTION 9.2. Supplemental Indentures with Consent of Holders. . . . . . . . 56
SECTION 9.3. Execution of Supplemental Indentures . . . . . . . . . . . . . 57
SECTION 9.4. Effect of Supplemental Indentures. . . . . . . . . . . . . . . 57
SECTION 9.5. Conformity with Trust Indenture Act. . . . . . . . . . . . . . 57
SECTION 9.6. Reference in Securities to Supplemental Indentures . . . . . . 57

ARTICLE X Covenants

SECTION 10.1. Payment of Principal, Premium and Interest . . . . . . . . . . 58
SECTION 10.2. Maintenance of Office or Agency. . . . . . . . . . . . . . . . 58
SECTION 10.3. Money for Securities Payments to Be Held in Trust. . . . . . . 59
SECTION 10.4. Additional Amounts . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.5. Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.6. [Intentionally Omitted]. . . . . . . . . . . . . . . . . . . . 62
SECTION 10.7. Limitation on Liens. . . . . . . . . . . . . . . . . . . . . . 62
SECTION 10.8. Limitation on Sale and Leaseback Transactions. . . . . . . . . 63
SECION 10.9. Limitation on Subsidiary Indebtedness. . . . . . . . . . . . . 63
SECTION 10.10.Statement by Officers as to Default. . . . . . . . . . . . . . 63
SECTION 10.11.Calculation of Original Issue Discount . . . . . . . . . . . . 63

ARTICLE XI Redemption of Securities

SECTION 11.1. Applicability of Article . . . . . . . . . . . . . . . . . . . 64

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SECTION 11.2. Election to Redeem; Notice to Trustee . . . . . . . . . . . . 64
SECTION 11.3. Selection by Trustee of Securities to Be Redeemed . . . . . . 64
SECTION 11.4. Notice of Redemption . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.5. Deposit of Redemption Price . . . . . . . . . . . . . . . . . 66
SECTION 11.6. Securities Payable on Redemption Date . . . . . . . . . . . . 66
SECTION 11.7. Securities Redeemed in Part . . . . . . . . . . . . . . . . . 67

ARTICLE XII Sinking Funds

SECTION 12.1. Applicability of Article . . . . . . . . . . . . . . . . . . 67
SECTION 12.2. Satisfaction of Sinking Fund Payments with Securities . . . . 67
SECTION 12.3. Redemption of Securities for Sinking Fund . . . . . . . . . . 68

ARTICLE XIII Meetings of Holders of Securities

SECTION 13.1. Purposes for Which Meetings May Be Called . . . . . . . . . . 68
SECTION 13.2. Call, Notice and Place of Meetings . . . . . . . . . . . . . 68
SECTION 13.3. Persons Entitled to Vote at Meetings . . . . . . . . . . . . 69
SECTION 13.4. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 13.5. Determination of Voting Rights; Conduct and Adjournment of
Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 13.6. Counting Votes and Recording Action of Meetings . . . . . . . 71

ARTICLE XIV Conversion of Securities

SECTION 14.1. Applicability of Article . . . . . . . . . . . . . . . . . . 72
SECTION 14.2. Exercise of Conversion Privilege . . . . . . . . . . . . . . 72
SECTION 14.3. No Fractional Shares . . . . . . . . . . . . . . . . . . . . 73
SECTION 14.4. Adjustment of Conversion Price . . . . . . . . . . . . . . . 74
SECTION 14.5. Notice of Certain Corporate Actions . . . . . . . . . . . . . 74
SECTION 14.6. Reservation of Shares of Common Stock . . . . . . . . . . . . 75
SECTION 14.7. Payment of Certain Taxes upon Conversion . . . . . . . . . . 75
SECTION 14.8. Nonassessability . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 14.9. Effect of Consolidation or Merger on Conversion Privilege . . 75
SECTION 14.10. Duties of Trustee Regarding Conversion . . . . . . . . . . . 76
SECTION 14.11. Repayment of Certain Funds upon Conversion . . . . . . . . . 77

CROSS-REFERENCE TABLE*

Trust Indenture
Act Section Indenture Section

Section 310(a)(1). . . . . . . . . . . . . 6.9
(a)(2). . . . . . . . . . . . . 6.9
(a)(3). . . . . . . . . . . . . Not Applicable
(a)(4). . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . 6.8
6.6
Section 311(a) . . . . . . . . . . . . . . 6.10
(b) . . . . . . . . . . . . . . 6.10
Section 312(a) . . . . . . . . . . . . . . 7.1
(b) . . . . . . . . . . . . . . 7.1
(c) . . . . . . . . . . . . . . 7.1
Section 313(a) . . . . . . . . . . . . . . 7.2
(b) . . . . . . . . . . . . . . 7.2
(c) . . . . . . . . . . . . . . 7.2
(d) . . . . . . . . . . . . . . 7.2
Section 314(a) . . . . . . . . . . . . . . 7.3
(a)(4). . . . . . . . . . . . . 1.1
10.10
(b) . . . . . . . . . . . . . . Not Applicable
(c)(1). . . . . . . . . . . . . 1.2
(c)(2). . . . . . . . . . . . . 1.2
(c)(3). . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . 1.2
Section 315(a) . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . 6.13
(c) . . . . . . . . . . . . . . 6.1
(d) . . . . . . . . . . . . . . 6.1
(e) . . . . . . . . . . . . . . 5.14
Section 316(a) . . . . . . . . . . . . . . 1.1
(a)(1)(A) . . . . . . . . . . . 5.2
5.12
(a)(1)(B) . . . . . . . . . . . 5.13
(a)(2). . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . 5.8
(c) . . . . . . . . . . . . . . 1.4
Section 317(a)(1). . . . . . . . . . . . . 5.3
(a)(2). . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . 10.3
Section 318(a) . . . . . . . . . . . . . . 1.8

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* Note: This Cross-Reference Table is not part of the Indenture.

INDENTURE, dated as of ______________, between UNITED STATES
SURGICAL CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), having its
principal office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and The
Bank of New York, a New York banking corporation, as Trustee (herein called
the "Trustee") .

Recitals of the Company

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
unsubordinated debentures, notes or other evidences of indebtedness (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.

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

Now, Therefore, This Indenture Witnesseth:

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

ARTICLE I

Definitions And Other Provisions Of General Application

SECTION 1.1. Definitions.

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

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

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

(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 term "generally accepted accounting
principles" 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 of such computation.

"Act", when used with respect to any Holder of a
Security, has the meaning specified in Section 1.4.

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

"Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.12 to act on behalf of the Trustee to
authenticate Securities of one or more series.

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

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

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

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

"Book-Entry Security" means a Security bearing the legend
specified in Section 2.4, evidencing all or part of a series of Securities,
issued to the Depositary for such series or its nominee, and registered in
the name of such Depositary or nominee. Book-Entry Securities shall not be
deemed to be securities in global form for purposes of Sections 2.1 and 2.3
and Article III of the Indenture.

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

"CEDEL S.A." means CEDEL BANK, SOCIETE ANONYME.

"Commission" means the United States Securities and
Exchange Commission.

"Common Stock" includes any 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.

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

"Consolidated Net Tangible Assets" means the total amount
of assets (less applicable reserves and other properly deductible items)
after deducting (1) all current liabilities (excluding the amount of those
which are by their terms extendable or renewable at the option of the obligor
to a date more than 12 months after the date as of which the amount is being
determined) and (2) all intangible assets other than patents, patent
applications pending and licenses, all as set forth on or included in the
most recent balance sheet of the Company and its consolidated Subsidiaries
and determined in accordance with generally accepted accounting principles.

"Corporate Trust Office" means the principal office of
the Trustee in New York, New York at which at any particular time its
corporate trust business shall be administered, which at the date hereof is
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

"Corporation" means a corporation, association, company,
joint-stock company or business trust.

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

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

"Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more
Book-Entry Securities, the clearing agency registered under the Securities
Exchange Act of 1934, as amended specified for that purpose as contemplated
by Section 3.1.

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

"Euro-clear" means the operator of the Euro-clear System.

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

"Exchange Date" has the meaning specified in Section 3.4.

"Funded Debt" means indebtedness of the Company or a
Subsidiary owning Restricted Property maturing by its terms more than one
year after its creation and indebtedness classified as long-term debt under
generally accepted accounting principles and in each case ranking at least
pari passu with the outstanding Securities of all series. The foregoing
notwithstanding, "Funded Debt" shall also include indebtedness incurred
pursuant to that certain Credit Agreement dated as of January 30, 1998 among
the Company, the lenders party thereto, Bank of America National Trust and
Savings Association, as Syndication Agent, the Bank of New York, as
Administrative Agent, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as
Documentation Agent.

"Hedging Obligation" of any Person means an obligation of
such Person pursuant to any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to
any of the foregoing transactions) or any combination of the foregoing
transactions.

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

"Indenture" means this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of
Securities established as contemplated by Section 3.1.

"Interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity,
means interest payable after Maturity.

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

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

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

"Officers' Certificate" means a certificate signed by the
Company's Chairman of the Board, its President, its Chief Financial Officer,
its Treasurer or any Vice President, and delivered to the Trustee.

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

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

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

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

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

(iii) Securities which have 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, other than any such Securities in respect of
which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver
hereunder or whether a quorum is present at a meeting of
Holders of Securities (i) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon
acceleration of the Maturity thereof pursuant to Section 5.2,
(ii) the principal amount of a Security denominated in a
foreign currency or currencies shall be the U.S. dollar
equivalent, determined on the date of original issuance of
such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent
on the date of original issuance of such Security of the
amount determined as provided in (i) above) of such Security,
and (iii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, or upon
any such determination as to the presence of a quorum, only
Securities which a Responsible officer of the Trustee

actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with
respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor; and

(iv) Securities as to which Defeasance has been effected
pursuant to Section 4.4.

"Paying Agent" means any Person authorized by the Company
to pay the principal of and any premium and interest on any Securities or any
Coupons appertaining thereto on behalf of the Company.

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

"Place of Payment", when used with respect to the
Securities of any series, means the place or places where, subject to the
provisions of Section 10.2, the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by
Section 3.1.

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

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

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

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

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Registered Securities of any series means the
date specified for that purpose as contemplated by Section 3.1, whether or
not such day is a Business Day.

"Responsible Officer", when used with respect to the
Trustee, means any vice president, any

assistant secretary, any assistant treasurer, any trust officer or assistant
trust officer, the controller or any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

"Restricted Property" means (1) any manufacturing
facility, or portion thereof, owned or leased by the Company or any
Subsidiary which, in the opinion of the Board of Directors, is of material
importance to the business of the Company and its Subsidiaries taken as
whole, but no such manufacturing facility, or portion thereof, shall be
deemed of material importance if its gross book value (before deducting
accumulated depreciation) is less than 5% of Consolidated Net Tangible
Assets, or (2) any shares of capital stock or indebtedness of any Subsidiary
owning any such manufacturing facility. As used in this definition,
"manufacturing facility" means any real property (or portion thereof) used
for actual commercial scale manufacturing and excludes, without limitation,
sales offices, research facilities, pilot production facilities, and any
facility (or portion thereof) used primarily for warehousing or general
administration.

"Sale and Leaseback Transaction" means any arrangement
with any Person pursuant to which the Company or any Subsidiary leases any
Restricted Property that has been or is to be sold or transferred by the
Company or the Subsidiary to such Person, other than (1) temporary leases for
a term, including renewals at the option of the lessee, of not more than five
years, (2) leases between the Company and a Subsidiary or between
Subsidiaries, and (3) leases of a Restricted Property executed by the time
of, or within 12 months after the latest of, the acquisition, the completion
of construction or improvement, or the commencement of commercial operation
of the Restricted Property.

"Securities" has the meaning stated in the first recital
of this Indenture and more particularly means any Securities authenticated
and delivered under this Indenture.

"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 the Registered Securities of any series means a date fixed by the
Trustee pursuant to Section 3.7.

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

"Subsidiary" of any Person means (i) any Person of which
more than 50% of the total voting power of shares of capital stock entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees

thereof is at the time owned or controlled, directly or indirectly, by any
Person or one or more of the Subsidiaries of that Person or a combination
thereof, and (ii) any partnership, joint venture or other Person in which
such Person or one or more of the Subsidiaries of that Person or a
combination thereof has the power to control by contract or otherwise the
board of directors or equivalent governing body or otherwise controls such
entity.

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

"Trust Indenture Act" means the Trust Indenture Act of
1939 as in force at the date as of which this instrument was executed,
provided, however, that in the event the Trust Indenture Act of 1939 is
amended after such date, "Trust Indenture Act" means, to the extent required
by any such amendment, the Trust Indenture Act of 1939 as so amended.

"United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

"United States Alien" means any Person who, for United
States Federal income tax purposes, is a foreign corporation, a nonresident
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
nonresident alien individual or a nonresident alien fiduciary of a foreign
estate or trust.

"U.S. Government Obligations" means direct obligations of
the United States for the payment of which its full faith and credit is
pledged, or obligations of a person controlled or supervised by and acting as
an agency or instrumentality of the United States and the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the
United States which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of
1933, as amended) as custodian with respect to any such U.S. Government
Obligations or a specific payment of principal of or interest on any such
U.S. Government Obligations held by such custodian for the account of the
holder of such depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by
the custodian in respect of the U.S. Government Obligations or the specific
payment of principal of or interest on the U.S. Government Obligations
evidenced by such depository receipt.

"Value" means, with respect to a Sale and Leaseback
Transaction, an amount equal to the present value of the lease payments with
respect to the term of the lease remaining on the date as of which the amount
is being determined, without regard to any renewal or extension options
contained in the lease, discounted at the weighted average interest rate on
the Securities of all series (including the effective interest rate on any
Original Issue Discount Securities) which are outstanding on the effective
date of such Sale and Leaseback Transaction and which have the benefit of
Section 10.8 of this Indenture.

SECTION 1.2. Compliance Certificates and Opinions.

Except as otherwise expressly provided by 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 Officers' Certificate stating 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 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 by or on behalf of the Company
with respect to compliance with a condition or covenant provided for in this
Indenture, except for certificates provided for in Section 10.10, shall
include:

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

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

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

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

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

SECTION 1.4. Acts of Holders.

(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by 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 agent duly appointed in writing. If Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by
this Indenture to be given or taken by Holders of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
XIII, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument
or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments and so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent or proxy, 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, 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 13.6.

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

such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems
sufficient.

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

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

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

(f) With respect to the Securities of any Series, upon
receipt by the Trustee of (i) any written notice directing the time, method
or place of conducting any proceeding or exercising any trust or power
pursuant to Section 5.12 with respect to Securities of such series or (ii)
any written demand, request or notice with respect to any matter on which the
Holders of Securities of such series are entitled to act under this
Indenture, in each case from Holders of less than, or proxies representing
less than, the requisite principal amount of Outstanding Securities or such
series entitled to give such demand, request or notice, the Trustee shall
establish a record date for determining Holders of Outstanding Securities of
such series entitled to join in such demand, request or notice, which record
date shall be the close of business on the day the Trustee received such
demand, request or notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
demand, request or notice whether or not such Holders remain Holders after
such record date; provided, however, that unless the Holders of the requisite
principal amount of Outstanding Securities of such series shall have joined
in such demand, request or notice prior to the day which is the ninetieth day
after such record date, such demand, request or notice shall

automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, (i) after the expiration of such 90-day period, a
new demand, request or notice identical to a demand, request or notice which
has been canceled pursuant to the proviso to the preceding sentence or (ii)
during any such 90-day period, a new demand, request or notice which has been
canceled pursuant to the proviso to the preceding sentence or (iii) during
any such 90-day period, a new demand, request or notice contrary to or
different from such demand, request or notice, in either of which events a
new record date shall be established pursuant to the provisions of this
clause.

(g) The Company may set any day as the record date for
the purpose of determining the Holders of Outstanding Securities of any
series entitled to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by
this Indenture to be given or taken by Holders of Securities of such series.
With regard to any record date set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date (or their
duly appointed agents), and only such Persons, shall be entitled to give or
take the relevant action, whether or not such Holders remain Holders after
such record date. With regard to any action that may be given or taken
hereunder only by Holders of a requisite principal amount of Outstanding
Securities of any series (or their duly appointed agents) and for which a
record date is set pursuant to this paragraph, the Company may, at its
option, set an expiration date after which no such action purported to be
given or taken by any Holder shall be effective hereunder unless given or
taken on or prior to such expiration date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date
(or their duly appointed agents). On or prior to any expiration date set
pursuant to this paragraph, the Company may, on one or more occasions at its
option, extend such date to any later date. Nothing in this paragraph shall
prevent any Holder (or any duly appointed agent thereof) from giving or
taking, after any expiration date, any action identical to, or, at any time,
contrary to or different from, any action given or taken, or purported to
have been given or taken, hereunder by a Holder on or prior to such date, in
which event the Company may set a record date in respect thereof pursuant to
this paragraph. Notwithstanding the foregoing or the Trust Indenture Act, the
Company shall not set a record date for, and the provisions of this paragraph
shall not apply with respect to, any action to be given or taken by Holders
pursuant to Section 5.1, 5.2 or 5.12.

SECTION 1.5. Notices, etc., to Trustee and Company.

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

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Trustee Administration, or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the
Company addressed to it at the address of its principal office specified in
the first paragraph of this instrument, to the attention of its Treasurer, 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 herein, 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 the
address of such Holder as it appears in the Security Register, not earlier
than the earliest date, and not later than the latest date, prescribed for
the giving of such notice; and

(2) such notice shall be sufficiently given to Holders of
Bearer Securities if published in an Authorized Newspaper in The City of New
York and in such other city or cities as may be specified
in such Securities on a Business Day at least twice, the first such
publication to be not earlier than the earliest date, and not later than the
latest date, prescribed for the giving of such notice.

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

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 as shall be given with
the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect
in any notice so published, shall affect the sufficiency of any notice to
Holders of Registered Securities given as provided herein.

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, etc.

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

SECTION 1.8. Conflict with Trust Indenture Act.

If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or with another
provision (an "incorporated provision") included in this Indenture by
operation of Sections 310 to 318, inclusive, of the Trust Indenture Act, such
imposed duties or incorporated 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 or the Securities or
coupons 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 or the Securities or coupons,
express or implied, shall give to any Person, other than the parties hereto,
their successors hereunder and the Holders of Securities and coupons, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.13. Governing Law.

This Indenture and the Securities and coupons shall be
governed by and construed in accordance with the laws of the State of New
York without regard to conflicts of laws.

SECTION 1.14. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
the Securities or coupons other than a provision in the Securities of any
series which specifically states that such provision shall apply in lieu of
this Section) payment of interest or principal (and

premium, if any) need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
succeeding Business Day.

SECTION 1.15. 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 on the
Securities of any series from the currency in which such sum is payable in
accordance with the terms of such Securities (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
Required Currency with the Judgment Currency on the New York Banking Day
preceding that on which a final unappealable judgment is rendered 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
subsection (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 required by law or executive order to close.

ARTICLE II

Security Forms

SECTION 2.1. Forms Generally.

The Registered Securities, if any, of each series and the
Bearer Securities, if any, of each series and related coupons shall be in
such form (including temporary or permanent global form) as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or securities
depositary or as may, consistently herewith, be determined by the officers
executing such Securities or coupons, as evidenced by their execution of the
Securities or

coupons. If temporary Securities of any series are issued in global form as
permitted by Section 3.4, the form thereof shall be established as provided
in the preceding sentence. If the forms of Securities or coupons of any
series (or any such temporary global Security) are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.3 for the authentication and delivery of such Securities (or any
such temporary global Security) or coupons.

Unless otherwise specified as contemplated by Section 3.1,
Securities in bearer form shall have interest coupons attached.

The definitive Securities and coupons, if any, shall be
printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the officers 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.

The Trustee's certificates 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.

The Bank of New York, As Trustee

By Authorized Signatory

SECTION 2.3. Securities in Global Form.

If Securities of a series are issuable in global form, as
contemplated by Section 3.1, then, notwithstanding clause (12) of Section 3.1
and the provisions of Section 3.2, any such Security shall represent such of
the Outstanding Securities of such series as shall be specified therein and
may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities represented thereby may from time to time be
reduced to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner
and upon instructions given by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to
Section 3.3 or Section 3.4. Subject to the provisions of Section 3.3 and, if
applicable, Section 3.4, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in

global form shall be in writing but need not comply with Section 1.2 and need
not be accompanied by an Opinion of Counsel.

The provisions of the last sentence of Section 3.3 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee
the Security in global form together with written instructions (which need
not comply with Section 1.2 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 3.3.

Notwithstanding the provisions of Sections 2.1 and 3.7, unless
otherwise specified as contemplated by Section 3.1, payment of principal of
and any premium and interest on any Security in 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 and the Trustee shall treat a Person as the Holder of such
principal amount of Outstanding Securities represented by a permanent global
Security as shall be specified in a written statement of the Holder of such
permanent global Security or, in the case of a permanent global Security in
bearer form, of Euro-clear or CEDEL S.A. which is provided to the Trustee by
such Person.

SECTION 2.4. Form of Legend for Book-Entry Securities.

Any Book-Entry Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

"This Security is a Book-Entry Security within the meaning of
the Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Security is exchangeable for
Securities registered in the name of a Person other than the Depositary or
its nominee only in the limited circumstances described in the Indenture, and
no transfer of this Security (other than a transfer of this Security as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in such limited circumstances."

SECTION 2.5. Form of Conversion Notice.

The form of conversion notice for the conversion of Securities
into shares of Common Stock or other securities of the Company shall be in
substantially the form included with the applicable form of Securities as
shall be established pursuant to Section 2.1 hereinabove.

ARTICLE III

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. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth, or determined in the manner provided, in an Officers' Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:

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

(2) any limit upon the aggregate principal amount of the Securities of
the 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 the
series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder);

(3) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities or both, whether any Securities of the series
are to be issuable initially in temporary global form and whether any
Securities of the series are to be issuable in permanent global form with or
without coupons and, if so, whether beneficial owners of interests in any
such permanent global Security may exchange such interests for Securities of
such series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section 3.5;

(4) the Person to whom any interest on any Registered Security of the
series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, the manner in which,
or the Person to whom, any interest on any Bearer Security of the series
shall be payable, if otherwise than upon presentation and surrender of the
coupons appertaining thereto as they severally mature, and the extent to
which, or the manner in which, any interest payable on a temporary global
Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 3.4;

(5) the date or dates on which the principal of the Securities of the
series is payable;

(6) the rate or rates at which the Securities of the series shall bear
interest, if any, or the formula pursuant to which such rate or rates shall
be determined, the date or dates from which any such interest shall accrue,
the Interest Payment Dates on

which any such interest shall be payable, and the Regular Record Date for any
interest payable on any Registered Securities on any Interest Payment Date
and the basis upon which interest shall be calculated if other than that of a
360-day year consisting of twelve 30-day months;

(7) the place or places where, subject to the provisions of Sections
11.4 and 10.2, the principal of and any premium and interest on Securities of
the series shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, Securities of the series may be
surrendered for conversion or exchange, notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture may be
served and where notices to Holders of Bearer Securities pursuant to Section
1.6 will be published;

(8) the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

(9) the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Holders on such terms and
conditions as may be set forth in an Officers' Certificate or supplemental
indenture;

(10) the obligation, if any, of the Company to redeem or purchase
Securities of the series, or particular Securities within the Series,
pursuant to any sinking fund or analogous provisions or at the option of a
Holder thereof, and the period or periods within which, the price or prices
at which and the terms and conditions upon such Securities shall be redeemed
or purchased, in whole or in part, pursuant to such obligation;

(11) the terms of any right to convert or exchange Securities of the
series, either at the option of the Holder thereof or the Company, into or
for shares of Common Stock of the Company or other securities or property,
including without limitation the period or periods within which and the price
or prices (including adjustments thereto) at which any Securities of the
series shall be converted or exchanged, in whole or in part;

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

(13) the currency or currencies, including composite currencies, in
which payment of the principal of and any premium and interest on the
Securities of the series shall be payable if other than the currency of the
United States of America;

(14) if the principal of and any premium or interest on the Securities
of the series are to be payable, at the election of the Company or a Holder
thereof, in a currency or currencies, including composite currencies, other
than that or those in which

the Securities are stated to be payable, the currency or currencies in which
payment of the principal of and any premium and interest on Securities of
such series as to which such election is made shall be payable, and the
periods within which and the terms and conditions upon which such election is
to be made;

(15) if the amount of payments of principal of and any premium or
interest on the Securities of the series may be determined with reference to
an index, the manner in which such amounts shall be determined;

(16) if other than the principal amount thereof, the portion of the
principal amount of any Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2;

(17) the Person who shall be the Security Registrar, if other than the
Trustee;

(18) whether the Securities of the series shall be issued upon original
issuance in whole or in part in the form of one or more Book-Entry Securities
and, in such case, (a) the Depositary with respect to such Book-Entry
Security or Securities; and (b) the circumstances under which any such
Book-Entry Security may be exchanged for Securities registered in the name
of, and any transfer of such Book-Entry Security may be registered to, a
Person other than such Depositary or its nominee, if other than as set forth
in Section 3.5;

(19) if the provisions of Section 4.4 or 4.5 are applicable to the
Securities of such series;

(20) whether and under what conditions additional amounts will be
payable to Holders of Securities of the series pursuant to Section 10.4; and

(21) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 3.3) set forth in, or determined in the manner
provided in, the Officers' Certificate referred to above or in any such
indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall
be certified by the Secretary of the Company and delivered to the Trustee at
or prior to the delivery of the Officers' Certificate setting forth the
terms, or the manner of determining the terms, of the series.

SECTION 3.2 Denominations.

Unless otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in the denomination of $5,000.

SECTION 3.3 Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President, its Chief Financial Officer, its Treasurer, any
Assistant Treasurer or any Vice President under its corporate seal reproduced
thereon attested by its Secretary. The signature of any of these officers on
the Securities and the corporate seal of the Company may be manual or
facsimile. Coupons shall bear the facsimile signature of the Chief Financial
Officer, the Treasurer or any Assistant Treasurer of the Company.

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

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with
any Coupons appertaining thereto executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however,
that, in connection with its original issuance, no Bearer Security shall be
mailed or otherwise delivered to any location in the United States; and
provided, further, that a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form specified in such
Security as to certain tax matters in respect of United States citizens,
dated no earlier than 15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary global
Security first becomes exchangeable for such Bearer Security in accordance
with the terms of such temporary global Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then,
for purposes of this Section and Section 3.4, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section
3.6, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant Coupons for interest then matured have been detached
and cancelled.

If all the Securities of any series are not to be issued at one time and
if the Board Resolution and indenture supplement establishing such series
shall so permit, such Company Order may set forth procedures acceptable to
the Trustee for the issuance of

such Securities and determining the terms of particular Securities of such
series, such as interest rate, maturity date, date of issuance and date from
which interest shall accrue.

If the forms or terms of the Securities of the series and any related
Coupons have been established in or pursuant to one or more Board Resolutions
as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating:

(a) that such forms have been established in conformity with the
provisions of this Indenture;

(b) that such terms, or the manner of determining such terms, have
been established in conformity with the provisions of this Indenture; and

(c) that such Securities, together with any Coupons appertaining
thereto, when 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 valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting the enforcement of creditors'
rights and to general equity principles.

If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue or 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.

Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers' Certificate
otherwise required pursuant to Section 3.1 or the Company Order and Opinion
of Counsel otherwise required pursuant to such preceding paragraphs at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

Each Registered Security shall be dated the date of its authentication;
and each Bearer Security shall be dated as of the date of original issuance
of the first Security of such series to be issued.

No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security, or the Security to which such coupon appertains, a certificate
of authentication substantially in the form provided for herein executed by
the Trustee by manual signature, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Security shall have been authenticated and delivered hereunder but never
issued and

sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 3.9 together with a written
statement (which need not comply with Section 1.2 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued
and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

SECTION 3.4. Temporary Securities.

Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued, in registered form or, if authorized, in bearer
form with one or more coupons or without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities or coupons may determine, as evidenced by their
execution of such Securities or coupons. In the case of any series issuable
as Bearer Securities, such temporary Securities may be in global form. A
temporary Bearer Security shall be delivered only in compliance with the
conditions set forth in Section 3.3.

Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company maintained pursuant to Section
10.2 in a Place of Payment for such series for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series
(accompanied by any unmatured coupons appertaining thereto) the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like aggregate principal amount of definitive Securities of the same series
and of like tenor of authorized denominations; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security.

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

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

Security, executed by the Company. On or after the Exchange Date such
temporary global Security shall be surrendered by the Common Depositary to
the Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or from time to time in part, for definitive Securities of such series
without charge and the Trustee shall authenticate and deliver, in exchange
for each portion of such temporary 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 temporary global
Security to be exchanged; provided, however, that, unless otherwise specified
in such temporary global Security, upon such presentation by the Common
Depositary, such temporary global Security is accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by Euro-clear as to
the portion of such temporary global Security held for its account then to be
exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by CEDEL S.A. as to the portion of such temporary global Security held
for its account then to be exchanged, each in such form as shall be specified
in such Security. The definitive Securities to be delivered in exchange for
any such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 3.1, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 3.3.

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

Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 3.1, interest payable on a temporary
global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear
and CEDEL S.A. on such Interest Payment Date upon delivery by Euro-clear and
CEDEL S.A. to the Trustee of a certificate or certificates in such form as
shall

be specified in such Security, for credit without further interest on or
after such Interest Payment Date to the respective accounts of the Persons
who are the beneficial owners of such temporary global Security on such
Interest Payment Date and who have each delivered to Euro-clear or CEDEL
S.A., as the case may be, a certificate in such form as shall be specified in
such Security. Any interest so received by Euro-clear and CEDEL S.A. and not
paid as herein provided shall be returned to the Trustee immediately prior to
the expiration of two years after such Interest Payment Date in order to be
repaid to the Company in accordance with Section 10.3.

SECTION 3.5. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at an office or agency to be maintained
by the Company in accordance with Section 10.2 a register (the "Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and the registration of transfers of Registered Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of
registering Registered Securities and transfers of Registered Securities as
herein provided.

Upon due surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained pursuant to
Section 10.2 for such purpose in a Place of Payment 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 of any authorized denominations and of a like
aggregate principal amount and tenor.

At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at any such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive. Registered
Securities may not be exchanged for Bearer Securities.

At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons, and all matured coupons in default
appertaining thereto. 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 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
Securities 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 located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at
such office or agency on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the
case may be, and interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

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

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.1, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a permanent global Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal
amount of another authorized form and denomination, as specified as
contemplated by Section 3.1, 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 of that series
in aggregate principal amount equal to the principal amount of such permanent
global Security, executed by the Company. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security
shall be surrendered by the Common Depositary or such other depositary or
Common Depositary as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
of such series without charge and the Trustee shall authenticate and deliver,
in exchange for each portion of such permanent 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 permanent
global Security to be exchanged which, unless the Securities of the series
are not issuable both as Bearer Securities and as Registered Securities, as
specified as contemplated by Section 3.1, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no Bearer
Security delivered in exchange for a portion of a permanent global Security
shall be mailed or otherwise delivered to any location in the United States.
If a Registered Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of
business at such office

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

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

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

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any
transfer.

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

Notwithstanding the foregoing and except as otherwise specified or
contemplated by Section 3.1, any Book-Entry Security shall be exchangeable
pursuant to this Section 3.5 or Sections 3.4, 9.6 and 11.7 for Securities
registered in the name of, and a transfer of a Book-Entry Security or any
series may be registered to, any Person other than the Depositary for such
Security or its nominee only if (i) such Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for such Book-Entry

Security or if at any time such Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (ii) the
Company executes and delivers to the Trustee a Company Order that such
Book-Entry Security shall be so exchangeable and the transfer thereof so
registerable or (iii) there shall have occurred and be continuing an Event of
Default, or an event which after notice or lapse of time would be an Event of
Default, with respect to the Securities of such series. Upon the occurrence
in respect of any Book-Entry Security of any series of any one or more of the
conditions specified in clause (i), (ii) or (iii) or the preceding sentence
or such other conditions as may be specified as contemplated by Section 3.1
for such series, such Book-Entry Security may be exchanged for Securities
registered in the names of, and the transfer of such Book-Entry Security may
be registered to, such Persons (including Persons other than the Depositary
with respect to such series and its nominees) as such Depositary shall
direct. Notwithstanding any other provision of this Indenture, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Book-Entry Security shall also be a Book-Entry
Security and shall bear the legend specified in Section 2.4 except for any
Security authenticated and delivered in exchange for, or upon registration of
transfer of, Book-Entry Security pursuant to the preceding sentence.

SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities and Coupons.

If any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered
Security and such mutilated Security or a Security with a mutilated coupon,
if any, shall be cancelled by the Trustee in accordance with the Indenture.

If there shall be delivered to the Company and 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, then,
in the absence of notice to the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall, subject
to the following paragraph, execute, and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not destroyed, lost or stolen), a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains.

In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or
coupon; provided, however, that principal of and any premium and interest on
Bearer Securities shall, except as otherwise provided in Section 10.2, be
payable only at an office or agency located outside the United States.

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

Every new Security of any series, with any coupons appertaining thereto,
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Security and any coupons appertaining thereto, or the destroyed, lost or
stolen coupon shall be at any time enforceable by anyone, and any such new
Security and coupons, if any, shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of
that series and their coupons, if any, duly issued hereunder.

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

SECTION 3.7. Payment of Interest; Interest Rights Preserved.

Unless otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to
the Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clauses (1) and (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date

of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of such
series at the address of such Holder as it appears in the Security Register,
not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following clause (2); and

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

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.

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 as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to
Sections 3.5 and 3.7) any interest on such Security and for all other
purposes whatsoever, whether or not such Security shall be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the bearer of any Bearer Security and the Bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon shall be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

SECTION 3.9. Cancellation.

All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Registered Securities and matured coupons so
delivered shall be promptly cancelled by the Trustee. All Bearer Securities
and unmatured coupons so delivered shall be cancelled. All Bearer Securities
and unmatured coupons held by the Trustee pending such cancellation or
reissuance shall be deemed to be delivered for cancellation for all purposes
of this Indenture and the Securities. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities and coupons held by the
Trustee shall be returned to the Company by the Trustee.

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

SECTION 3.10. Computation of Interest.

Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11. Electronic Security Issuance.

The Securities may, pursuant to a Board Resolution and Officers'
Certificate complying with Section 3.1 hereof, be issued by means of an
electronic issuance system. Any such Security issuance instructions may
specify the name, address and taxpayer identification number of the Holder,
the principal amount and Maturity of the Security, the interest rate to be
borne by the Security and any other terms not inconsistent with such Board
Resolution and Officers' Certificate. Nothing in this Section 3.11 shall be
construed as prohibiting the Company from issuing Securities by any means not
inconsistent with the provisions of this Indenture.

SECTION 3.12. CUSIP Numbers.

The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption 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.

ARTICLE IV

Satisfaction and Discharge

SECTION 4.1. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, and any right to receive additional
amounts, as provided in Section 10.4), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:

(1) either

(A) all Securities theretofore authenticated and
delivered and all coupons, if any, appertaining thereto (other
than (i) coupons appertaining to Bearer Securities surrendered
for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived
as provided in Section 3.5, (ii) Securities and coupons 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 called for redemption and maturing
after the relevant Redemption Date, whose surrender has been
waived as provided in Section 11.6, and (iv) Securities and
coupons 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 such Securities 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) 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 the purpose, an amount
sufficient to pay and discharge the entire indebtedness on such Securities
and coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and any interest to the date of such deposit
(in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.5, the obligations
of the Company to any Authenticating Agent under Section 6.12 and, if money
shall have been deposited with the Trustee pursuant to clause (1)(B) of this
Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

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

SECTION 4.2. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.3, all money
and U.S. Government Obligations deposited with the Trustee pursuant to
Section 4.1 or 4.3 and all money received by the Trustee in respect of such
U.S. Government Obligations shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and any interest for whose payment such money and U.S. Government
Obligations has been deposited with or received by the Trustee.

SECTION 4.3. Company's Option to Effect Defeasance or Covenant Defeasance.

If applicable to a particular series of Securities, the Company may elect,
at its option at any time, to have Section 4.4 or Section 4.5 applied to any
such series of Securities or any Securities of such series, as the case may
be, designated pursuant to Section 3.1 as being defeasible pursuant to such
Section 4.4 or 4.5, in accordance with any applicable requirements provided
pursuant to Section 3.1 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.1 for
such Securities.

SECTION 4.4. Discharge and Defeasance.

If this Section 4.4 is specified, as contemplated by Section 3.1, to be
applicable to Securities of any series, then notwithstanding Section 4.1 and
upon compliance with the applicable conditions set forth in Section 4.6 (i)
the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities of any such series
("Defeasance"); and (ii) the provisions of this Indenture as it relates to
such Outstanding Securities shall no longer be in effect (except as to the
rights of Holders of Securities to receive, solely from the trust fund
described in Section 4.6, payment of (x) the principal of (and premium, if
any) and any installment of principal of (and premium, if any) or interest on
such Securities on the Stated Maturity of such principal (and premium, if
any) or installment of principal (and premium, if any) or interest or upon
optional redemption and/or (y) any mandatory sinking fund payments or
analogous payments applicable to the Securities of that series on that day on
which such payments

are due and payable in accordance with the terms of the Indenture and of such
Securities, the Company's obligations with respect to such Securities under
Sections 3.4, 3.5, 3.6, 10.2, 10.3 and 10.4 and the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including those under Section
6.5 hereof).

SECTION 4.5. Covenant Defeasance.

If this Section 4.5 is specified, as contemplated by Section 3.1, to be
applicable to any series of Securities or any Securities of such series, as
the case may be, (1) the Company shall be released from its obligations under
Section 8.1(3) and Sections 10.5 through 10.9, inclusive, and any covenants
provided pursuant to Section 3.1(21), 9.1(2) or 9.1(7) for the benefit of the
Holders of such Securities that pursuant to the terms of such Securities are
defeasible pursuant to this Section 4.5 and (2) the occurrence of any event
specified in Sections 5.1(4) (with respect to any of Section 8.1(3), Sections
10.5 through 10.9, inclusive, and any such covenants provided pursuant to
Section 3.1(21), 9.1(2), or 9.1(7) and 5.1(7) (if pursuant to the terms of
such Securities this Section 4.5 is applicable to any such event specified in
Section 5.1(7)) shall be deemed not to be or result in an Event of Default,
in each case with respect to such Securities as provided in this Section on
and after the date the conditions set forth in Section 4.6 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, 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 specified Section (to the extent so
specified in the case of Sections 5.1(4) and 5.1(7)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein
or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.

SECTION 4.6. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of Section 4.4 or
Section 4.5 to any applicable series of Securities or any Securities of such
series, as the case may be:

(1) either

(A) with respect to all Outstanding Securities of such series or such
Securities of such Series, as the case may be, with reference to this Section
4.6, the Company has deposited or caused to be deposited with the Trustee
irrevocably (but subject to the provisions of Section 4.2 and the last
paragraph of Section 10.3), as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, (X) lawful money of the United States in an amount, or (Y) U.S.
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide not later than
the opening of business on the due dates of any payment referred to in clause
(i) or (ii) of this subparagraph (1)(A) lawful money of the United States in
an amount, or (z) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of

independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (i) the principal of (and
premium, if any) and each installment of principal (and premium, if any) and
interest on such Securities the Stated Maturity of such principal or
installment of principal or interest or upon optional redemption and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities; or

(B) the Company has properly fulfilled such other means of
satisfaction and discharge as is specified, as contemplated by Section 3.1,
to be applicable to the Securities of such series;

(2) the Company has paid or caused to be paid all other sums payable
with respect to such Securities;

(3) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;

(4) no Event of Default or event which with the giving of notice or
lapse of time, or both, would become an Event of Default with respect to such
Securities shall have occurred and be continuing on the date of such deposit
and no Event of Default under Section 5.1(5) or Section 5.1(6) or event which
with the giving of notice or lapse of time, or both, would become an Event of
Default under Section 5.1(5) or Section 5.1(6) shall have occurred and be
continuing on the 91st day after such date;

(5) in the event of an election to have Section 4.4 apply to any
series of Securities, the Company has delivered to the Trustee an Opinion of
Counsel to the effect that (a) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (b) since the
date of this Indenture there has been a change in applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not occurred;

(6) in the event of an election to have Section 4.5 apply to any series
of Securities, the Company shall have delivered to the Trustee an Opinion of
Counsel, to the effect that the Holders of such Securities will not recognize
gain or loss for federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and will
be subject to federal income tax on the same amount, in the same manner and
at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur.

(7) if the Securities of that series are then listed on any domestic
or foreign securities exchange, the Company shall have delivered to the
Trustee an Opinion

of Counsel to the effect that such deposit, defeasance and discharge will not
cause such Securities to be delisted; and

(8) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the Defeasance or Covenant Defeasance with respect
to such Securities of any such series have been complied with and an Opinion
of Counsel to the effect that either (i) as a result of such deposit and the
related exercise of the Company's option under this Article, registration is
not required under the Investment Company Act of 1940, as amended, by the
Company, the trust funds representing such deposit or the Trustee or (ii) all
necessary registrations under said Act have been effected.

Any deposits with the Trustee referred to in Section 4.6(1)(A) above shall
be irrevocable and shall be made under the terms of an escrow/trust agreement
in form and substance satisfactory to the Trustee. If any Outstanding
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with
any mandatory sinking fund requirement, the applicable escrow trust agreement
shall provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

Upon Defeasance with respect to all the Securities of a series, the terms
and conditions of such securities, including the terms and conditions with
respect thereto set forth in this Indenture, shall no longer be binding upon,
or applicable to, the Company; provided that the Company shall not be
discharged from any payment obligations in respect of Securities which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law.

Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this
Section 4.6) of the Company under this Indenture with respect to any series
of Securities, the obligations of the Company to the Trustee under Section
6.5, and the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive with respect to such series of
Securities.

Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request
any money or U.S. Government Obligations held by it as provided in this
Section 4.6 with respect to any Securities 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 the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

ARTICLE V

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):

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

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

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

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

(5) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or (B) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed
a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable Federal or State law, or
appointing a custodian, receiver, liquidation, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial
part of its property, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60
consecutive days; or

(6) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or

insolvent, or the consent by it to the entry of a decree or order for relief
in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law,
or the consent by it to the filing of such petition or to the appointment of
or taking possession by a custodian, receiver, liquidation, assignee,
trustee, sequestrator or similar official of the Company or of any
substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate
action by the Company in furtherance of any such action; or

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

SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than as specified in subparagraph (5) or
(6) of Section 5.1) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified in the
terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if
given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. If an Event of
Default specified in subparagraph (5) or (6) of Section 5.1 occurs and is
continuing with respect to Securities of any series, then the principal of,
premium, if any, and accrued and unpaid interest, if any, on all of the
Securities of such 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 Securities of such series.

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

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

(A) all overdue interest on all Securities of that series,

(B) the principal of (and premium, if any, on) any Securities of that
series which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed
therefor in such Securities,

(C) to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate or rates prescribed therefor in such
Securities, and

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

and

(2) all Events of Default with respect to Securities of that series,
other than the nonpayment of the principal of Securities of that series which
have become due solely by such declaration of acceleration, 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 interest on any Security of
any series when such interest becomes due and payable and such default
continues for a period of 30 days, or

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

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

If an Event of Default with respect to Securities of any series 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 in aid of the exercise of any power granted herein, 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 or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

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

(ii) to collect and receive any moneys or other
property payable or deliverable on any such claims and to
distribute the same, and any custodian, receiver, assignee,
trustee, liquidation, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each
Holder of Securities and 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 and coupons, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.5.

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

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

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

SECTION 5.6. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any
premium or interest, 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 under Section 6.5;
and

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

SECTION 5.7. Limitation on Suits.

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

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

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

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

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

(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series; it being
understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over
any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all of such Holders.

SECTION 5.8. Unconditional Right of Holders to Receive
Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional,
to receive payment of the principal of and any premium and (subject to
Section 3.7) interest on such Security, and any additional amounts
contemplated by Section 10.4 in respect of such Security or payment of such
coupon on the Stated Maturity or Maturities expressed in such Security or
coupon (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 5.9. Restoration of Rights and Remedies.

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

SECTION 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 the Holders of Securities or coupons is
intended to be exclusive or any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 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 the Holders of Securities or
coupons may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as the
case may be.

SECTION 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, provided that,

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

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

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 may on behalf of the Holders of all the
Securities of such series and any coupons appertaining thereto waive any past
default hereunder with respect to the Securities of such series and its
consequences, except a default

(1) in the payment of the principal of (or premium, if any) or any
interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which under
Article IX 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. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security or
coupon 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, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section
shall not apply to any suit instituted by the Company, to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of any
Security or coupon for the enforcement of the payment of the principal of or
any premium or interest on any Security or the payment of any coupon on or
after the Stated Maturity or Maturities

expressed in such Security or coupon (or, in the case of redemption, on or
after the Redemption Date).

SECTION 5.15. Waiver of Stay or Extension Laws.

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

ARTICLE VI

The Trustee

SECTION 6.1. Certain Rights of Trustee.

Subject to the provisions of the Trust Indenture Act:

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

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

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

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

(e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any series or any related
coupons pursuant to this Indenture, unless such Holders shall have offered to
the Trustee reasonable security or indemnity against the

costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;

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

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

(h) 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;

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

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

SECTION 6.2. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) and in any coupons shall be taken
as the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons. The Trustee or any Authenticating Agent shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 6.3. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and,
subject to Sections 6.8 and 6.10, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

SECTION 6.4. Money Held in Trust.

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

SECTION 6.5. Compensation and Reimbursement.

The Company agrees:

(1) to pay to the Trustee or any predecessor Trustee from time to
time compensation as shall be agreed between the Company and the
Trustee in writing for all services rendered by it hereunder (which
compensation

shall not be limited by any provision of law in regard to the compensation of
a trustee of an express trust);

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

(3) to indemnify the Trustee and any predecessor Trustee for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(5) or
Section 5.1(6), 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 any applicable Federal or State
bankruptcy, insolvency or similar law.

The provisions of this Section shall survive the termination
of this Indenture.

SECTION 6.6. Resignation and Removal; Appointment of Successor.

(a) 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 6.7 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

(b) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Trustee
and to the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.7 shall not have been delivered to the Trustee within
30 days after the giving of such notice or removal, the Trustee being removed
may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

(2) the Trustee shall cease to be eligible under Section 6.9 and
Section 310(a) of the Trust Indenture Act and shall fail to resign after
written request therefor by the Company or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove
the Trustee with respect to all Securities, or (ii) subject to Section 5.14
any Holder of a Security who has been a bona fide Holder of a Security for at
least six months may, on

behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

(d) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 6.7. If, within one
year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal
amount of 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 6.7, 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 of that series and accepted appointment in the manner
required by Section 6.7, 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.

(e) 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 in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.

SECTION 6.7. Acceptance of Appointment by Successor.

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

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

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

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

SECTION 6.8. 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.

SECTION 6.9. Corporate Trustee Required; Eligibility.

There shall be at all times a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereunder
specified in this Article.

SECTION 6.10. Preferential Collection of Claims Against Company.

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

SECTION 6.11. Merger, Conversion Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Securities 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 6.12. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue or upon exchange, registration of transfer or partial
redemption thereof 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 shall be acceptable to the
Company. If such Authenticating Agent publishes reports of condition at least
annually,

pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section.

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

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall
promptly give notice of such appointment to all Holders of Securities
pursuant to Section 1.6. 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 to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

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

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

The Bank of New York, As Trustee

By Authenticating Agent

By Authorized Signatory

If all of the Securities of a series may not be originally issued at one
time, and if the Company has an Affiliate eligible to be appointed as an
Authenticating Agent hereunder or 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 by the
Company in writing (which writing need not comply with Section 1.2 and need
not be accompanied by an Opinion of Counsel), shall appoint in accordance
with this Section an Authenticating Agent (which if so requested by the
Company, shall be such Affiliate of the Company) having an office in a Place
of Payment designated by the Company with respect to such series of
Securities.

SECTION 6.13. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of
such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified
in Section 5.1(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice of lapse or time or both would become, an Event of
Default with respect to Securities of such series.

ARTICLE VII

Holders' Lists and Reports by Trustee and Company

SECTION 7.1. Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Securities (i)
contained in the most recent list furnished to the Trustee as provided in
Section 312(a) of the Trust Indenture Act, (ii) received by the Trustee in
its capacity as Security Registrar and (iii) filed with it within the two
preceding years pursuant to Section 313(c)(2) of the Trust Indenture Act. The
Trustee may (i) destroy any list furnished to it as provided in Section
312(a) of the Trust Indenture Act upon receipt of a new list so furnished,
(ii) destroy any information received by it as Paying Agent (if so acting)
hereunder upon delivering to itself as Trustee, not earlier than
or of each year, a list containing the names and addresses of
the Holders of Securities obtained from such information since the delivery
of the next previous list, if any, (iii) destroy any list delivered to itself
as Trustee which was compiled from information received by it as Paying Agent
(if so acting) hereunder upon the receipt of a new list so delivered and (iv)
destroy not earlier than two years after filing, any information filed with
it pursuant to Section 313(c)(2) or the Trust Indenture Act. For purposes of
Section 312(a) of the Trust Indenture Act, the term "stated intervals" shall
mean and .

(b) If three or more Holders of Securities (herein referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof

that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states
that the applicants desire to communicate with other Holders of Securities
with respect to their rights under this Indenture or under the Securities and
is accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall, within five
business days after the receipt of such application, at its election, either

(i) afford such applicants access to the
information preserved at the time by the Trustee in
accordance with Section 7.1(a), or

(ii) inform such applicants as to the approximate
number of Holders of Securities whose names and
addresses appear in the information preserved at the
time by the Trustee in accordance with Section 7.1(a),
and as to the approximate cost of mailing to such
Holders the form of proxy or other communication, if
any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Securities whose name and address appears in the
information preserved at the time by the Trustee in accordance with Section
7.1(a) a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of
the material to be mailed and of payment, or provision for the payment of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the
best interest of the Holders of Securities or would be in violation of
applicable law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Holders of Securities with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.

(c) Every Holder of Securities or coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with Section
7.1(b), 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 7.1(b).

SECTION 7.2. Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall,
within sixty days after each March 1 following the date of this Indenture
deliver to Holders a brief report, dated as of such March 1, which complies
with the provisions of such Section 313(a).

(b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company. The
Company will promptly notify the Trustee when the Securities are listed on
any stock exchange and of any delisting thereof.

SECTION 7.3. Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with 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 Officers' Certificates).

ARTICLE VIII

Consolidation, Merger, Sale, Lease, Transfer or Other Disposition

SECTION 8.1. Company May Consolidate, etc. Only on Certain Terms.

The Company shall not consolidate with or merge with or into any other
Person or sell, lease, transfer or otherwise dispose of its assets
substantially as an entirety to any Person, and the Company shall not permit
any Person to consolidate with or merge with or into the Company or to sell,
lease, transfer or otherwise dispose of its assets substantially as an
entirety to the Company, unless:

(1) in case the Company shall consolidate with or merge with or
into another Person or sell, lease, transfer or otherwise dispose of its
assets substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which
acquires by sale, lease, transfer or otherwise, the assets of the Company
substantially as an entirety shall be a corporation, partnership or trust,
shall be organized and validly 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, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest (including all additional
amounts, if any, payable pursuant to Section 10.4) 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 and
treating any indebtedness which becomes an obligation of the Company or a
Subsidiary as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing;

(3) if as a result of any such consolidation or merger or such
sale, lease, transfer or other disposition of the assets of the Company would
become subject to a mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by this Indenture, the Company or
such successor Person, as the case may be shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or
prior to) all indebtedness secured thereby; and

(4) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, sale, lease, transfer or other disposition and, if a
supplemental indenture is required in connection with such transaction, 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 Substituted.

Upon any consolidation or merger of the Company with or into any other
Person or any sale, lease, transfer or other disposition of the assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which sale, lease, transfer or other disposition is made shall
assume the obligations of the Company on the Securities and under this
Indenture with the same effect as if such successor Person had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities and coupons.

ARTICLE IX

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 a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following
purposes:

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

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

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

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

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

(6) to secure the Securities pursuant to the requirements of
Section 10.7 or otherwise; or

(7) to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 2.1 and 3.1; or

(8) to evidence and provide for the acceptance of appointment
thereunder 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 6.7(b); or

(9) to make provision with respect to the conversion rights of
Holders pursuant to the requirements of Article XIV, including providing for
the conversion of the Securities into any security or property (other than
the Common Stock of the Company); or

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

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 a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series and any related coupons
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security
affected thereby,

(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or change any 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 change the coin or currency in which any Security or any
premium or interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), 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 certain defaults hereunder and their consequences provided for
in this Indenture, or reduce the requirements of Section 13.4 for quorum or
voting, or

(3) change any obligation of the Company to maintain an office or
agency for the purposes specified in Section 10.2, or

(4) modify any of the provisions of this Section or Section 5.13,
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; provided,
however, that this clause shall not be deemed to require the consent of any
Holder of a Security or coupon with respect to changes in the references to
"the Trustee" and concomitant changes in this Section or the deletion of this
proviso, in accordance with the requirements of Sections 6.7(b) and 9.1(8), or

(5) make any change that adversely affects the right to convert
any Security as provided in Article XIV or pursuant to Section 3.1 (except as
permitted by Section 9.1) or decrease the conversion rate or increase the
conversion price of any such Security except as may otherwise be permitted by
Article XIV.

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

In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (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. 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 Securities theretofore or thereafter authenticated and
delivered hereunder and of any coupons appertaining thereto shall be bound
thereby.

SECTION 9.5. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act of 1939, as amended,
in effect on such date.

SECTION 9.6. 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.

ARTICLE X

Covenants

SECTION 10.1. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities, any coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 3.1 with respect to any
series of Securities, any interest due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender outside the
United States of the several coupons for such interest installments as are
evidenced thereby as they severally mature.

SECTION 10.2. Maintenance of Office or Agency.

If Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for such series an office
or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration
of transfer, exchange, or conversion and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture
may be served. If Securities of a series are issuable as Bearer Securities,
the Company will maintain (A) in The City of New York, an office or agency
where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series
may be surrendered for conversion or exchange, where notices and demands to
or upon the Company in respect of the Securities of that series and this
Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or
agency where Securities of that series and related coupons may be presented
and surrendered for payment (including payment of any additional amounts
payable on Securities of that series pursuant to Section 10.4); provided,
however, that if the Securities of that series are listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg
Stock Exchange or any other stock exchange located outside the United States
and such stock exchange shall so require, the Company will maintain a Paying
Agent for the Securities of that series in London, Luxembourg or any other
required city located outside the United States, as the case may be, so long
as the Securities of that series ae listed on such exchange, and (C) subject
to any laws or regulations applicable thereto in a Place of Payment for that
series located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for conversion
or exchange and where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be served. The
Company will give prompt notice to the Trustee and to the Holders as

provided in Sections 1.5 and 1.6, respectively, of the location and any
change in the location, of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency in respect
of any series of Securities or shall fail to furnish the Trustee with the
address thereof, such presentations and surrenders of Securities of that
series may be made and notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Bearer Securities of
that series pursuant to Section 10.4) at the office of the Trustee for such
series located outside the United States, and the Company hereby appoints the
same as its agent to receive such respective presentations, surrenders,
notices and demands.

No payment of principal, premium or interest on Bearer Securities shall
be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to any
account maintained with a bank located in the United States; provided,
however, that if the Securities of a series are denominated and payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any additional amounts payable on Securities of such
series pursuant to Section 10.4) shall be made at the office of the Company's
Paying Agent in The City of New York, if (but only if) payment in Dollars of
the full amount of such principal, premium, interest or additional amounts,
as the case may be, at all offices or agencies outside the United States
maintained for the purpose by the Company in accordance with this Indenture
is illegal or effectively precluded by exchange controls or other similar
restrictions.

The Company may 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 accordance with the requirements set forth
above for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee and the Holders of any such designation
or rescission and of any change in the location of any such other office or
agency.

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 will, on or before each due date of
the principal of and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure to act.

Whenever the Company shall have one or more Paying Agents for any series
of Securities it will, prior to each due date of the principal of and any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay the

principal and any premium or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure to act.

The Company will 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 will:

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

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

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

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which 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 money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and any premium
or interest on any Security of any series and remaining unclaimed for two
years after such principal and any premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security or 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,
notice that such money remains unclaimed and that after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 10.4. Additional Amounts.

If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto additional amounts as provided therein.
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 payment of any related coupon or the net proceeds received
on the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of additional amounts provided for
in this Section to the extent that, in such context additional amounts are,
were or would be payable in respect thereof pursuant to the provisions of
this Section and express mention of the payment of additional amounts (if
applicable) in any provisions hereof shall not be construed as excluding
additional amounts in those provisions hereof where such express mention is
not made.

If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with
respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date
of payment of principal and any premium or interest if there has been any
change with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that
series or any related coupons who are United States Aliens without
withholding for or on account of any tax assessment or other governmental
charge described in the Securities of that series. If any such withholding
shall be required, then such Officers' Certificate shall specify by country
the amount, if any, required to be withheld on such payments to such Holders
of Securities or coupons and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by this Section. 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 willful misconduct on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

SECTION 10.5. Existence.

Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 10.6. [Intentionally Omitted]

SECTION 10.7. Limitation on Liens.

Unless otherwise provided pursuant to Section 3.1 with respect to any
series of Securities, the Company shall not create, assume or suffer to exist
any Lien on any Restricted Property to secure any indebtedness for money
borrowed of the Company, any Subsidiary or any other Person, or permit any
Subsidiary so to do, without making effective provision whereby the
Securities then outstanding and having the benefit of this Section shall be
secured by such Lien equally and ratably with such indebtedness for so long
as such indebtedness shall be so secured, except that the foregoing shall not
prevent the Company or any Subsidiary from creating, assuming or suffering to
exist Liens of the following character:

(1) with respect to any series of Securities, any Lien existing on
the date of issuance of such series;

(2) any Lien existing on property owned or leased by a corporation
at the time it becomes a Subsidiary;

(3) any Lien existing on property at the time of the acquisition
thereof by the Company or any Subsidiary;

(4) any Lien to secure any indebtedness incurred prior to, at the
time of, or within 12 months after the acquisition of Restricted Property for
the purpose of financing all or any part of the purchase price thereof and
any Lien to the extent that it secures indebtedness which is in excess of the
purchase price and for the payment of which recourse may be had only against
such Restricted Property;

(5) any Lien to secure any indebtedness incurred prior to, at the
time of, or within 12 months after the completion of the construction,
alteration, repair or improvement of Restricted Property for the purpose of
financing all or any part of the cost thereof and any Lien to the extent that
it secures indebtedness which is in excess of such cost and for the payment
of which recourse may be had only against such Restricted Property;

(6) any Lien securing indebtedness of a Subsidiary owing to the
Company or to another Subsidiary;

(7) any Liens securing industrial development, pollution control,
or similar revenue bonds or indebtedness issued by or guaranteed by the
United States of

America, any State thereof or any other country or any department, agency or
instrumentality thereof;

(8) Liens resulting from the deposit of funds or evidences of
indebtedness in trust for the purpose of defeasing indebtedness of the
Company or any of its Subsidiaries;

(9) Liens securing Hedging Obligations;

(10) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Lien
referred to in clauses (1) through (9) above, so long as the Lien as so
extended, renewed or replaced is limited to the same property or properties
subject to the Lien so extended, renewed or replaced (plus improvements and
additions on such property or properties); and

(11) any Lien not permitted by the foregoing clauses (1) through
(10) securing indebtedness, if the outstanding principal amount of such
indebtedness, together with the aggregate outstanding principal amount of all
other indebtedness of the Company and its Subsidiaries owning Restricted
Property which would otherwise be subject to the foregoing restrictions and
the aggregate Value of existing Sale and Leaseback Transactions which would
be subject to the restrictions of Section 10.8 but for this clause (11), does
not exceed 10.0% of Consolidated Net Tangible Assets at the time such Lien is
incurred. (Section 10.7)

SECTION 10.8. Limitation on Sale and Leaseback Transactions.

Unless otherwise provided pursuant to Section 3.1 with respect to any
series of Securities, the Company shall not, and shall not permit any
Subsidiary to, enter into any Sale and Leaseback Transaction covering any
Restricted Property, unless:

(1) the Company or such Subsidiary would be entitled under the
provision of Section 10.7 hereof to incur indebtedness, in a principal amount
at least equal to the Value of such Sale and Leaseback Transaction, secured
by Liens on the property to be leased (without equally and ratably securing
the Debt Securities), or

(2) the Company, during the six months following the effective
date of such Sale and Leaseback Transaction applies an amount equal to the
Value of such Sale and Leaseback Transaction to the acquisition of Restricted
Property or the voluntary retirement of Funded Debt (whether by redemption,
defeasance, repurchase, or otherwise).

SECTION 10.9. Limitation on Subsidiary Indebtedness.

Unless otherwise provided pursuant to Section 3.1 with respect to any
series of Securities, the Company shall not permit any Subsidiary to incur
any indebtedness for borrowed money, other than indebtedness to the Company
or another Subsidiary, if after giving effect to the incurrence of such
indebtedness and the application of the proceeds thereof, the Subsidiaries
would have outstanding indebtedness for borrowed money, other than
indebtedness to the Company or another Subsidiary, in an aggregate amount in
excess of 10% of the total amount of assets (less applicable reserves and
other properly deductible items), as set forth on or included in the most
recent balance sheet of the Company and its consolidated Subsidiaries and
determined in accordance with generally accepted accounting principles:
PROVIDED, HOWEVER, that if and for so long as the Securities of any
applicable series are assigned a rating of Baa1 (or the equivalent) or higher
by ▇▇▇▇▇'▇ Investors Service, Inc. or its successors ("Moody's") and a rating
of BBB+ (or the equivalent) or higher by Standard & Poor's Ratings Services,
a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or its successors ("S&P"), such
limitation shall cease to be applicable; PROVIDED, FURTHER, that in the event
Moody's or S&P is no longer in existence or issuing ratings, for purposes of
determining whether such limitation shall be applicable to such series of
Securities, such organization may be replaced by a nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities
Act, as amended) designated by the Company with notice to the Trustee and the
provisions of such limitation shall apply to the rating issued by such
replacement rating agency.

SECTION 10.10. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate signed by its principal executive officer, principal financial
officer or principal accounting officer stating whether or not to the best
knowledge of the signer thereof the Company is in default (without regard to
periods of grace or notice requirements) in the performance and observance of
any of the terms, provisions and conditions.

SECTION 10.11. Calculation of Original Issue Discount.

To the extent applicable with respect to any series of Original Issue
Discount Securities, the Company shall file with the Trustee promptly at the
end of each calendar year (i) a written notice specifying the amount 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.

of this Indenture, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.

ARTICLE XI

Redemption of Securities

SECTION 11.1. Applicability of Article.

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any
series) in accordance with this Article.

SECTION 11.2. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced
by an Officers' Certificate. In the case of any redemption, at the election
of the Company of the Securities of any series, 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. In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (ii) pursuant to an
election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or
condition.

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

If less than all the Securities of any series and of like tenor 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 and of like tenor not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection, for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Registered Securities
of such series of a denomination larger than the minimum authorized
denomination for Securities of that series. If so specified in the Securities
of a series, partial redemptions must be in an amount not less than
$1,000,000 principal amount of Securities.

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

The Trustee shall promptly notify the Company 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 amount of such Securities which has
been or is to be redeemed.

SECTION 11.4. Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section
1.6 to the Holders of Securities to be redeemed not less than 30 nor more
than 60 days prior to the Redemption Date.

All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if less than all the Outstanding Securities of any series are
to be redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed, and a
statement to the effect that on or after the Redemption Date upon surrender
of such Security a new Security in the principal amount equal to the
unredeemed portion will be issued;

(4) that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date;

(5) 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;

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

(7) if applicable, the conversion rate or price, the date on which
the right to convert the Securities to be redeemed will terminate and the
place or places where such Securities may be surrendered for conversion.

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.

Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
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 accrued interest to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section
10.2) and, unless otherwise specified as contemplated by Section 3.1, only
upon presentation and surrender of coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and
the provisions of Section 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 interest represented by coupons shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 10.2) and unless otherwise specified as
contemplated by Section 3.1 only upon presentation and surrender of those
coupons.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, 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 a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder
of such Security without service charge, a new Registered Security or
Securities of the same series and of like tenor of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the
Security so surrendered.

ARTICLE XII

Sinking Funds

SECTION 12.1. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series contemplated by Section 3.1 for
Securities of such series, except as otherwise specified pursuant to Section
3.1.

The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for
by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Securities
of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

SECTION 12.2. Satisfaction of Sinking Fund Payments with Securities.

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

SECTION 12.3. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 12.2 and will also deliver to the Trustee any
Securities to be so delivered. Not less than 45 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.3 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 11.6 and 11.7.

ARTICLE XIII

Meetings of Holders of Securities

SECTION 13.1. Purposes for Which Meetings May Be Called.

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

SECTION 13.2. Call, Notice and Place of Meetings.

(a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 13.1, to be
held at such time and at such place in the Borough of Manhattan, The City of
New York, or in London as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting forth the time and
the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in Section 1.6,
not less than 21 nor more than 180 days prior to the date fixed for the
meeting (or, in the case of a meeting of Holders with respect to Securities
of a series all or part of which are represented by a Book-Entry Security,
not less than 20 nor more than 40 days).

(b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 25% 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 13.1, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall
not have made the first publication of the notice of such meeting within 21
days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above

specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided
in subsection (a) of this Section.

SECTION 13.3. Persons Entitled to Vote at Meetings.

Upon the calling of a meeting of Holders with respect to the Securities
of a series all or part of which are represented by a Book-Entry Security, a
record date shall be established for determining Holders of Outstanding
Securities of such series entitled to vote at such meeting, which record date
shall be the close of business on the day the notice of the meeting of
Holders is given in accordance with Section 13.2. The Holders on such record
date, and their designated proxies, and only such Persons, shall be entitled
to vote at any meeting of Holders. To be entitled to vote at any meeting of
Holders a Person shall (a) be a Holder of one or more Securities or (b) be a
Person appointed by an instrument in writing as proxy by a Holder of one or
more Securities; provided, however, that in the case of any meeting of
Holders with respect to the Securities of a series all or part of which are
represented by a Book-Entry Security, only Holders, or their designated
proxies, of record on the record date established pursuant to Section 13.3
hereof shall be entitled to vote at such meeting. The only Persons who shall
be entitled to be present or to speak at any meeting of Holders shall be the
Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 13.4. Quorum; Action.

The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of a
specified percentage in aggregate principal amount of Outstanding Securities
of a series that is less or greater than a majority in principal amount of
the Outstanding Securities of a series, then, with respect to such action
(and only such action) the Persons entitled to vote such lesser or greater
percentage in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of
the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved. In any
other case the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 13.2(a), except that such notice need
be given only once not less than five days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the outstanding Securities of such series which shall
constitute a

quorum. Notwithstanding the foregoing, no meeting of Holders with respect to
Securities of any Series which is represented in whole or in part by a
Book-Entry Security, shall be adjourned to a date more than 90 days after the
record date for such meeting unless the Trustee shall send out a new notice
of meeting and establish, in accordance with Section 13.3, a new record date
for Holders entitled to vote at such meeting.

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 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 consent or waiver which this Indenture
expressly provides may be given by the Holders of a specified percentage in
aggregate principal amount of Outstanding Securities of a series that is less
or greater than a majority in principal amount of the Outstanding Securities
of a series may be adopted at a meeting or an adjourned meeting duly convened
and at which a quorum is present as aforesaid only by the affirmative vote of
the Holders of such specified percentage in principal amount of the
Outstanding Securities of that series.

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

SECTION 13.5. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

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

(b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called
by the Company or by Holders of Securities as provided in Section 13.2(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary

of the meeting shall be elected by vote of the Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series
represented at the meeting.

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

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 13.2 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 13.6. 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 duplicate of all votes cast at the meeting. A record, at
least in duplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 13.2 and, if applicable, Section 13.4. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

ARTICLE XIV

Conversion of Securities
SECTION 14.1. Applicability of Article.

The provisions of this Article shall be applicable to the Securities of
any series which are convertible into shares of Common Stock of the Company,
and the issuance of such shares of Common Stock upon the conversion of such
Securities, except as otherwise specified as contemplated by Section 3.1 for
the Securities of such series. The terms and provisions applicable to the
conversion of Securities of any series into securities of the Company (other
than Common Stock) shall, if applicable, be set forth in an Officers'
Certificate or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of such series in accordance with Section
3.1.

SECTION 14.2. Exercise of Conversion Privilege.

In order to exercise a conversion privilege, the Holder of a Security of
a series with such a privilege shall surrender such Security to the Company
at the office or agency maintained for that purpose pursuant to Section 10.2,
accompanied by written notice to the Company that the Holder elects to
convert such Security or a specified portion thereof. Such notice shall also
state, if different from the name and address of such Holder, the name or
names (with address) in which the certificate or certificates for shares of
Common Stock which shall be issuable on such conversion shall be issued.
Securities surrendered for conversion shall (if so required by the Company or
the Trustee) be duly endorsed by or accompanied by instruments of transfer in
forms satisfactory to the Company and the Trustee duly executed by the
registered Holder or its attorney duly authorized in writing; and Securities
so surrendered for conversion during the period from the close of business on
any Regular Record Date to the opening of business on the next succeeding
Interest Payment Date (excluding Securities or portions thereof called for
redemption during such period) shall also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
Section 3.7 relating to the payment of Defaulted Interest by the Company. As
promptly as practicable after the receipt of such notice and of any payment
required pursuant to a Board Resolution and, subject to Section 3.1, set
forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto setting forth the
terms of such series of Security, and the surrender of such Security in
accordance with such reasonable regulations as the Company may prescribe, the
Company shal issue and shall deliver, at the office or agency at which such
Security is surrendered, to such Holder or on its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security (or specified portion thereof),
in accordance with the provisions of such Board Resolution, Officers'
Certificate or supplemental indenture, and cash as provided therein in
respect of any fractional share of such Common Stock otherwise issuable upon
such conversion. Such conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which such notice
and such payment, if required, shall have been received in proper order for
conversion by the Company and such Security shall have been surrendered as
aforesaid (unless such Holder shall have so surrendered such Security and
shall have instructed the Company to effect the conversion on a particular
date following such surrender and such Holder shall be entitled to convert
such Security on such date, in which case such conversion shall be

deemed to be effected immediately prior to the close of business on such
date) and at such time the rights of the Holder of such Security as such
Security Holder shall cease and the person or persons in whose name or names
any certificate or certificates for shares of Common Stock of the Company
shall be issuable upon such conversion shall be deemed to have become the
holder or holders of record of the shares represented thereby. Except as set
forth above and subject to the final paragraph of Section 3.7, no payment or
adjustment shall be made upon any conversion on account of any interest
accrued on the Securities surrendered for conversion or on account of any
dividends on the Common Stock of the Company issued upon such conversion.

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

SECTION 14.3. No Fractional Shares.

No fractional share of Common Stock of the Company shall be issued upon
conversions of Securities of any series. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis
of the aggregate principal amount of the Securities (or specified portions
thereof to the extent permitted hereby) so surrendered. If, except for the
provisions of this Section 14.3, any Holder of a Security or Securities would
be entitled to a fractional share of Common Stock of the Company upon the
conversion of such Security or Securities, or specified portions thereof, the
Company shall pay to such Holder an amount in cash equal to the current
market value of such fractional share computed, (i) if such Common Stock is
listed or admitted to unlisted trading privileges on a national securities
exchange, on the basis of the last reported sale price regular way on such
exchange on the last trading day prior to the date of conversion upon which
such a sale shall have been effected, or (ii) if such Common Stock is not at
the time so listed or admitted to unlisted trading privileges on a national
securities exchange, on the basis of the average of the bid and asked prices
of such Common Stock in the over-the-counter market, on the last trading day
prior to the date of conversion, as reported by the National Quotation
Bureau, Incorporated or similar organization if the National Quotation
Bureau, Incorporated is no longer reporting such information, or if not so
available, the fair market price as determined by the Board of Directors. For
purposes of this Section, "trading day" shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday other than any day on which the Common Stock
is not traded on the New York Stock Exchange, or if the Common Stock is not
traded on the New York Stock

Exchange, on the principal exchange or market on which the Common Stock is
traded or quoted.

SECTION 14.4. Adjustment of Conversion Price.

The conversion price of Securities of any series that is convertible
into Common Stock of the Company shall be adjusted for any stock dividends,
stock splits, reclassification, combinations or similar transactions in
accordance with the terms of the supplemental indenture or Board Resolutions
setting forth the terms of the Securities of such series.

Whenever the conversion price is adjusted, the Company shall compute the
adjusted conversion price in accordance with terms of the applicable Board
Resolution or supplemental indenture and shall prepare an Officers'
Certificate setting forth the adjusted conversion price and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 10.2 and, if
different, with the Trustee. The Company shall forthwith cause a notice
setting forth the adjusted conversion price to be mailed, first class postage
prepaid, to each Holder of Securities of such series at its address appearing
on the Security Register and to any conversion agent other than the Trustee.

SECTION 14.5. Notice of Certain Corporate Actions.

In case:

(a) the Company shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash out of its
retained earnings (other than a dividend for which approval of any
shareholders of the Company is required); or

(b) the Company shall authorize the granting to the holders of its
Common Stock of rights, options or warrants to subscribe for or purchase any
shares of capital stock of any class or of any other rights (other than any
such grant for which approval of any shareholders of the Company is
required); or

(c) of any reclassification of the Common Stock of the Company
(other than a subdivision or combination of its outstanding shares of Common
Stock) or of any consolidation, merger or share exchange to which the Company
is a party and for which approval of any shareholders of the Company is
required, or of the sale of all or substantially all of the assets of the
Company; or

(d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company; then the Company shall cause to be filed with the
Trustee, and shall cause to be mailed to all Holders at their last addresses
as they shall appear in the Security Register, at least 20 days (or 10 days
in any case specified in clause (a) or (b) above) prior to the applicable
record date hereinafter specified, a notice stating (i) the date on which a
record is to be taken for the purpose of such dividend, distribution, rights,
options or warrants, or, if a record is not to be taken, the date as of which
the

holders of Common Stock of record to be entitled to such dividend,
distribution, rights, options or warrants are to be determined, or (ii) the
date on which such reclassification, consolidation, merger, share exchange,
sale, dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or
winding up. If at any time the Trustee shall not be the conversion agent, a
copy of such notice shall also forthwith be filed by the Company with the
Trustee.

SECTION 14.6. Reservation of Shares of Common Stock.

The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock or
treasury shares, for the purpose of effecting the conversion of Securities,
the full number of shares of Common Stock of the Company then issuable upon
the conversion of all outstanding Securities of any series that has
conversion rights.

SECTION 14.7. Payment of Certain Taxes upon Conversion.

The Company will pay any and all taxes that may be payable in respect of
the issue or delivery of shares of its Common Stock on conversion of
Securities pursuant hereto. The Company shall not, however, be required to
pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of shares of its Common Stock in a name other than that of
the Holder of the Security or Securities to be converted, and no such issue
or delivery shall be made unless and until the person requesting such issue
has paid to the Company the amount of any such tax, or has established, to
the satisfaction of the Company, that such tax has been paid.

SECTION 14.8. Nonassessability.

The Company covenants that all shares of its Common Stock which may be
issued upon conversion of Securities will upon issue in accordance with the
terms hereof be duly and validly issued and fully paid and nonassessable.

SECTION 14.9. Effect of Consolidation or Merger on Conversion Privilege.

In case of any consolidation of the Company with, or merger of the
Company into or with any other Person, or in case of any sale of all or
substantially all of the assets of the Company, the Company or the Person
formed by such consolidation or the Person into which the Company shall have
been merged or the Person which shall have acquired such assets, as the case
may be, shall execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding of any series
that is convertible into Common Stock of the Company shall have the right,
which right shall be the exclusive conversion right thereafter available to
said Holder (until the expiration of the conversion right of such Security),
to convert such Security into the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such consolidation,
merger or sale by a holder of the number of shares of Common Stock of

the Company into which such Security might have been converted immediately
prior to such consolidation, merger or sale, subject to compliance with the
other provisions of this Indenture, such Security and such supplemental
indenture. Such supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments
provided for in such Security.

The above provisions of this Section shall similarly apply to successive
consolidations, mergers or sales. It is expressly agreed and understood that
anything in this Indenture to the contrary notwithstanding, if, pursuant to
such merger, consolidation or sale, holders of outstanding shares of Common
Stock of the Company do not receive shares of common stock of the surviving
corporation but receive other securities, cash or other property or any
combination thereof, Holders of Securities shall not have the right to
thereafter convert their Securities into common stock of the surviving
corporation or the corporation which shall have acquired such assets, but
rather, shall have the right upon such conversion to receive the other
securities, cash or other property receivable by a holder of the number of
shares of Common Stock of the Company into which the Securities held by such
holder might have been converted immediately prior to such consolidation,
merger or sale, all as more fully provided in the first sentence of this
Section 14.9. Anything in this Section 14.9 to the contrary notwithstanding,
the provisions of this Section 14.9 shall not apply to a merger or
consolidation of another corporation with or into the Company pursuant to
which both of the following conditions are applicable: (i) the Company is the
surviving corporation and (ii) the outstanding shares of Common Stock of the
Company are not changed or converted into any other securities or property
(including cash) or changed in number or character or reclassified pursuant
to the terms of such merger or consolidation.

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

SECTION 14.10. Duties of Trustee Regarding Conversion.

Neither the Trustee nor any conversion agent shall at any time be under
any duty or responsibility to any Holder of Securities of any series that is
convertible into Common Stock of the Company to determine whether any facts
exist which may require any adjustment of the conversion price, or with
respect to the nature or extent of any such adjustment when made or whether a
supplemental indenture need be entered into, or with respect to the method
employed, whether herein or in any supplemental indenture, any resolutions of
the Board of Directors or written instrument executed by one or more officers
of the Company provided to be employed in making the same. Neither the
Trustee nor any conversion agent shall be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock of
the

Company, or of any securities or property, which may at any time be issued or
delivered upon the conversion of any Securities and neither the Trustee nor
any conversion agent makes any representation with respect thereto. Neither
the Trustee nor any conversion agent shall be responsible for any failure of
the Company to issue, transfer or deliver any shares of its Common Stock or
stock certificates or other securities or property upon the surrender of any
Security for the purpose of conversion or to comply with any of the covenants
of the Company contained in this Article XIV or in the applicable
supplemental indenture, resolutions of the Board of Directors or written
instrument executed by one or more duly authorized officers of the Company.

SECTION 14.11. Repayment of Certain Funds upon Conversion.

Any funds which at any time shall have been deposited by the Company or
on its behalf with the Trustee or any other paying agent for the purpose of
paying the principal of, and premium, if any, and interest, if any, on any of
the Securities (including funds deposited for the sinking fund referred to in
Article III hereof) and which shall not be required for such purposes because
of the conversion of such Securities as provided in this Article XIV shall
after such conversion be repaid to the Company by the Trustee upon the
Company's written request.

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

In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

UNITED STATES SURGICAL CORPORATION

By
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Name:
Title:

THE BANK OF NEW YORK, as Trustee

By
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Name:
Title:

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