BRE PROPERTIES INC /MD/, S-3/A, 1997-02-19

BRE PROPERTIES INC /MD/
S-3/A, 1997-02-19
REAL ESTATE INVESTMENT TRUSTS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1997

REGISTRATION NO. 333-20251

AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------
BRE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
MARYLAND 94-1722214
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>

ONE MONTGOMERY STREET
TELESIS TOWER, SUITE 2500
SAN FRANCISCO, CA 94104-5525
(415) 445-6530
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

LEROY E. CARLSON
CHIEF FINANCIAL OFFICER
BRE PROPERTIES, INC.
ONE MONTGOMERY STREET
TELESIS TOWER, SUITE 2500
SAN FRANCISCO, CA 94104-5525
(415) 445-6530
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPY TO:

<TABLE>
<S> <C>
MORGAN P. GUENTHER, ESQ. ERIC S. HAUETER, ESQ.
Farella Braun & Martel LLP Brown & Wood LLP
235 Montgomery Street 555 California Street
San Francisco, CA 94104-3159 San Francisco, CA 94104-1715
</TABLE>

------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS
DETERMINED BY MARKET CONDITIONS.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/

(CONTINUED ON FOLLOWING PAGE)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(1) PRICE(1)(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
Debt Securities(3)(4)...................... --
Preferred Stock(5)......................... --
Depositary Shares(5)(6).................... $300,000,000 -- $300,000,000 $90,910
Common Stock Warrants(7)................... --
Common Stock(5)(8)(9)...................... --
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Not specified as to each class of securities to be registered, pursuant to
General Instruction II.D of Form S-3. Securities registered hereby may be
offered for U.S. dollars or the equivalent thereof in foreign currencies,
currency units or composite currencies. Securities registered hereby may be
sold separately, together or in units with other securities registered
hereby.

(2) Estimated solely for purposes of computing the registration fee pursuant to
Rule 457(o). The proposed maximum offering price will be determined from
time to time by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder.

(3) If any Debt Securities are issued at an original issue discount, then such
greater amount as may be sold for an aggregate initial offering price of up
to the proposed maximum aggregate offering price set forth above.

(4) In addition to any Debt Securities that may be issued directly under this
Registration Statement, there is being registered hereunder such
indeterminate amount of Debt Securities as may be issued upon conversion or
exchange of other Debt Securities, Preferred Stock or Depositary Shares, for
which no consideration will be received by the Registrant.

(5) Such indeterminate number of shares of Preferred Stock and Common Stock, and
such indeterminate number of Depositary Shares, as may be issued from time
to time at indeterminate prices. In addition to any Preferred Stock,
Depositary Shares and Common Stock that may be issued directly under this
Registration Statement, there are being registered hereunder such
indeterminate number of shares of Preferred Stock and Common Stock, and such
indeterminate number of Depositary Shares, as may be issued upon conversion
or exchange of Debt Securities, Preferred Stock or Depositary Shares, as the
case may be, for which no separate consideration will be received by the
Registrant.

(6) Depositary Shares will represent fractional interests in shares of Preferred
Stock registered hereby.

(7) Common Stock Warrants will represent rights to purchase Common Stock
registered hereby.

(8) The shares of Common Stock being registered hereunder, if issued prior to
the termination by the Company of its Shareholder Rights Plan, shall include
Common Share Purchase Rights. Prior to the occurrence of certain events, the
Rights will not be exercisable or evidenced separately from the Common
Stock.

(9) The aggregate amount of Common Stock registered hereunder is limited, solely
for purposes of any at the market offerings, to that which is permissible
under Rule 415(a)(4) of the Securities Act of 1933, as amended.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED FEBRUARY 19, 1997

PROSPECTUS

BRE PROPERTIES, INC.

$300,000,000

DEBT SECURITIES, PREFERRED SHARES, DEPOSITARY SHARES,
COMMON STOCK WARRANTS AND COMMON SHARES

BRE Properties, Inc. (the "Company") may from time to time offer in one or
more series (i) its unsecured debt securities (the "Debt Securities"), which may
be senior debt securities ("Senior Debt Securities") or subordinated debt
securities ("Subordinated Debt Securities"), (ii) shares of its Preferred Stock,
$0.01 par value ("Preferred Shares"), (iii) depositary shares ("Depositary
Shares") representing fractional interests in Preferred Shares, (iv) warrants
("Common Stock Warrants") to purchase shares of its Common Stock, $0.01 par
value ("Common Shares"), or (v) Common Shares, with an aggregate public offering
price of up to $300,000,000, on terms to be determined at the time or times of
offering. The Debt Securities, Preferred Shares, Depositary Shares, Common Stock
Warrants and Common Shares (collectively, the "Offered Securities") may be
offered, separately or together, in separate classes or series, in amounts, at
prices and on terms to be set forth in a supplement to this Prospectus (a
"Prospectus Supplement").

The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered will be set forth in the applicable Prospectus
Supplement and will include, when applicable: (i) in the case of Debt
Securities, the specific title, aggregate principal amount, currency, form
(which may be registered or bearer, or certificated or global), authorized
denominations, maturity, rate (or manner of calculation thereof) and time of
payment of interest, terms for redemption at the option of the Company or
repayment at the option of the holder thereof, terms for sinking fund payments,
terms for conversion into Preferred Shares or Common Shares, and the public
offering price; (ii) in the case of Preferred Shares, the specific series, title
and stated value, any dividend, liquidation, redemption, conversion, voting and
other rights, and the public offering price; (iii) in the case of Depositary
Shares, the whole or fractional Preferred Shares represented by each such
Depositary Share and the public offering price; (iv) in the case of Common Stock
Warrants, the duration, public offering price, exercise price and detachability
features, if applicable; and (v) in the case of Common Shares, the public
offering price. In addition, such specific terms may include limitations on
direct or beneficial ownership and restrictions on transfer of the Offered
Securities, in each case as may be appropriate to preserve the status of the
Company as a real estate investment trust ("REIT") for federal income tax
purposes.

The applicable Prospectus Supplement will also contain information, when
applicable, about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Offered Securities
covered by that Prospectus Supplement.

The Offered Securities may be offered directly, through agents designated
from time to time by the Company, or to or through underwriters or dealers. If
any agents or underwriters are involved in the sale of any of the Offered
Securities, their names and any applicable purchase price, fee, commission or
discount arrangement will be set forth in or will be calculable from the
information set forth in the applicable Prospectus Supplement. No Offered
Securities may be sold without delivery of the applicable Prospectus Supplement
describing the method and terms of the offering of those Offered Securities. SEE
"Plan of Distribution" for possible indemnification arrangements with
underwriters, dealers and agents.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The date of this Prospectus is , 1997
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR AN APPLICABLE PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER,
DEALER OR AGENT. THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OFFERED HEREBY OR THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission in
accordance with the Exchange Act can be inspected and copied at the Commission's
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following regional offices of the Commission: Seven World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, the Commission maintains a Web site
that contains such information with respect to registrants that file
electronically such as the Company at http://www.sec.gov. The Company's Common
Stock is listed on the New York Stock Exchange and similar information
concerning the Company can be inspected and copied at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a registration statement (as the
same may be amended from time to time, the "Registration Statement") (of which
this Prospectus is a part) under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Offered Securities. This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. Statements contained in this Prospectus as to the
contents of any contract or other document do not purport to be complete, and in
each instance reference is made to the copy of such contract or other document
filed or incorporated by reference as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference and the
exhibits and schedules thereto. For further information regarding the Company
and the Offered Securities, reference is hereby made to the Registration
Statement and such exhibits and schedules, which may be obtained from the
Commission at its principal office in Washington, D.C. upon payment of the fees
prescribed by the Commission.

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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The document listed below has been filed by the Company with the Commission
and is incorporated herein by reference:

a. Report on Form 10-K for the fiscal year ended December 31, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Offered Securities shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the date
of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in the applicable Prospectus Supplement) or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of
such person, a copy of any and all documents incorporated by reference in this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
copies should be directed to BRE Properties, Inc., One Montgomery Street,
Telesis Tower, Suite 2500, San Francisco, California 94104-5524, Attn: Charles
Wingard, Director of Financial Reporting, telephone number (415) 445-6530.

3
<PAGE>
THE COMPANY

BRE Properties, Inc., a Maryland corporation (the "Company" or "BRE"), is a
self-administered and self-managed real estate investment trust which owns and
operates apartment communities and other income producing properties in the
Western United States. At December 31, 1996, BRE's portfolio consisted of 69
properties, including 53 apartment communities (aggregating 12,212 Company-owned
units), one land lease, six shopping centers and 9 medical office, light
industrial and warehouse/distribution properties. Of these properties, 42 are
located in California, 17 in Arizona, five in Washington, three in Nevada and
two in Oregon. The 69 properties contain, in the aggregate, approximately 11.4
million net rentable square feet of improvements owned by the Company on
approximately 754 acres of land. In addition, at December 31, 1996 the Company
held limited partnership interests in two shopping centers located in Arizona
and one apartment community located in California. BRE's principal executive
offices are located at One Montgomery Street, Telesis Tower, Suite 2500, San
Francisco, California 94104-5525, and its telephone number is (415) 445-6530.

RATIO OF EARNINGS TO FIXED CHARGES

The Company's ratio of earnings to fixed charges for the years ended
December 31, 1996, 1995, 1994, 1993, and 1992 was 3.20, 3.95, 4.96, 4.39, and
3.36, respectively. For the purposes of computing these ratios, earnings have
been calculated by adding fixed charges to income before net gains (losses) on
sales of investments. Fixed charges consist of interest costs (including
capitalized interest), amortization of debt expense and one-third of the rental
expense, which is deemed to be the interest component of such rental expense.

USE OF PROCEEDS

Unless otherwise described in the applicable Prospectus Supplement for any
offering of securities, the Company intends to use the net proceeds from the
sale of the Offered Securities for general corporate purposes, which may include
the acquisition of properties or interests therein (including using the net
proceeds for possible portfolio or asset acquisitions or in business
combinations) as suitable opportunities arise, the expansion and improvement of
certain properties in the Company's portfolio and the repayment of indebtedness.

4
<PAGE>
DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be direct unsecured obligations of the Company and
may be either senior Debt Securities ("Senior Debt Securities") or subordinated
Debt Securities ("Subordinated Debt Securities"). The Debt Securities will be
issued under one or more indentures. Senior Debt Securities and Subordinated
Debt Securities will be issued pursuant to separate indentures (respectively, a
"Senior Indenture" and a "Subordinated Indenture"), in each case between the
Company and a trustee (a "Trustee"), which may be the same Trustee. The Senior
Indenture and the Subordinated Indenture, as amended or supplemented from time
to time, are sometimes referred to collectively as the "Indentures." The
Indentures will be subject to and governed by the Trust Indenture Act of 1939,
as amended (the "TIA"). The statements made under this heading relating to the
Debt Securities and the Indentures are summaries of certain anticipated
provisions thereof, do not purport to be complete and are qualified in their
entirety by reference to the forms of Indentures and such Debt Securities, which
have been or will be included or incorporated by reference to exhibits to the
Registration Statement of which this Prospectus is a part and are or will be
available as described above under "Available Information."

The following description of Debt Securities sets forth certain general
terms and provisions of the series of Debt Securities to which any Prospectus
Supplement may relate. Certain other specific terms of any particular series of
Debt Securities will be described in the applicable Prospectus Supplement. The
terms of the Debt Securities offered by any Prospectus Supplement may differ
from the terms set forth below, in which case the terms set forth below shall be
deemed to have been superseded to the extent of any different terms set forth in
such Prospectus Supplement.

Capitalized terms used herein and not defined shall have the meanings
assigned to them in the applicable form of Indenture. As used in this
"Description of Debt Securities," all references to the "Company" shall mean BRE
Properties, Inc., excluding, unless otherwise expressly stated or the context
shall otherwise require, its subsidiaries.

GENERAL

The Debt Securities will be direct, unsecured obligations of the Company.
Each Indenture will provide that the Debt Securities issued thereunder may be
issued without limit as to aggregate principal amount, in one or more series, in
each case as established from time to time in or pursuant to authority granted
by a resolution of the Board of Directors of the Company or as established in
one or more indentures supplemental to the applicable Indenture. The terms of
any Debt Securities within any series may differ from the terms of any other
Debt Securities in such series. All Debt Securities of one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders of the Debt Securities of such
series, for issuances of additional Debt Securities of such series. (SEE Section
301 of the forms of Indenture.) Any Trustee under either Indenture may resign or
be removed with respect to one or more series of Debt Securities issued under
such Indenture, and a successor Trustee may be appointed to act with respect to
such series.

Reference is made to each Prospectus Supplement for the specific terms of
the series of Debt Securities being offered thereby, including:

(1) The title of such Debt Securities and whether such Debt Securities
will be Senior Debt Securities or Subordinated Debt Securities;

(2) The aggregate principal amount of such Debt Securities and any limit
on such aggregate principal amount;

(3) If other than 100% of the principal amount thereof, the portion of
the principal amount of such Debt Securities payable upon declaration of
acceleration of the maturity thereof or (if applicable) the portion of the
principal amount of such Debt Securities which is convertible into Common
Shares or other equity securities of the Company, or the method by which any
such portion shall be determined;

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(4) If such Debt Securities are convertible, any limitation on the
ownership or transferability of the Common Shares or other equity securities
of the Company into which such Debt Securities are convertible in connection
with the preservation of the Company's status as a REIT;

(5) The date or dates, or the method for determining the date or dates,
on which the principal of such Debt Securities will be payable;

(6) The rate or rates (which may be fixed or variable), or the method by
which such rate or rates shall be determined, at which such Debt Securities
will bear interest, if any;

(7) The date or dates, or the method for determining the date or dates,
from which any such interest will accrue, the Interest Payment Dates on
which any such interest will be payable, the Regular Record Dates for such
Interest, Payment Dates, or the method by which such Regular Record Dates
shall be determined, the Person to whom such interest, shall be payable, and
the basis upon which interest, shall be calculated if other than that of a
360-day year of twelve 30-day months;

(8) The place or places where (i) the principal of (and premium, if any)
or interest, if any, on such Debt Securities will be payable, (ii) such Debt
Securities may be surrendered for conversion (if applicable) or registration
of transfer or exchange, and (iii) notices or demands to or upon the Company
in respect of such Debt Securities and the applicable Indenture may be
served;

(9) The period or periods within which, the price or prices at which,
and the terms and conditions upon which, such Debt Securities may be
redeemed, as a whole or in part, at the option of the Company, if the
Company is to have such an option;

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

(11) If other than U.S. dollars, the currency or currencies in which such
Debt Securities are denominated and payable, which may be a foreign currency
or units of two or more foreign currencies or a composite currency or
currencies, and the terms and conditions relating thereto;

(12) Whether the amount of payments of principal of (and premium, if any)
or interest, if any, on such Debt Securities may be determined with
reference to an index, formula or other method (which index, formula or
method may, but need not be, based on a currency, currencies, currency unit
or units or composite currency or currencies) and the manner in which such
amounts shall be determined;

(13) Any additions to, modifications of or deletions from the terms of
such Debt Securities with respect to the Events of Default or covenants set
forth in the applicable Indenture;

(14) Whether such Debt Securities will be issued in certificated or
book-entry form;

(15) Whether such Debt Securities will be in registered or bearer form or
both and, if and to the extent in registered form, the denominations thereof
if other than $1,000 and any integral multiple thereof and, if and to the
extent in bearer form, the denominations thereof and terms and conditions
relating thereto;

(16) The applicability, if any, of the defeasance and covenant defeasance
provisions of the applicable Indenture;

(17) The terms, if any, upon which such Debt Securities may be
convertible into Common Shares or other equity securities of the Company
(and the class thereof) and the terms and conditions upon which such
conversion will be effected, including, without limitation, the initial
conversion price or rate and the conversion period;

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(18) Whether and under what circumstances the Company will pay Additional
Amounts on such Debt Securities in respect of any tax, assessment or
governmental charge and, if so, whether the Company will have the option to
redeem such Debt Securities in lieu of making such payment; and

(19) Any other terms of such Debt Securities.

The Debt Securities may provide for less than the entire principal amount
thereof to be payable upon declaration of acceleration of the maturity thereof
("Original Issue Discount Securities"). Any material U.S. federal income tax,
accounting and other considerations applicable to Original Issue Discount
Securities will be described in the applicable Prospectus Supplement.

Except as hereinafter set forth under the captions "Certain
Covenants--Aggregate Debt Test," "--Maintenance of Total Unencumbered Assets,"
"--Debt Service Test" and "--Secured Debt Test," which relate solely to the
Senior Indenture and the Senior Debt Securities issued thereunder, neither
Indenture will contain any provision that would limit the ability of the Company
to incur indebtedness or that will afford Holders of Debt Securities protection
in a highly leveraged or similar action involving the Company or in the event of
a change of control of the Company. However, certain restrictions on ownership
and transfers of the Company's Common Shares and the Company's other equity
securities designed to preserve its status as a REIT may act to prevent or
hinder a change of control. SEE "Description of Common Shares," "Description of
Preferred Shares" and "Description of Depositary Shares."

DENOMINATIONS, INTEREST, REGISTRATION AND TRANSFER

Unless otherwise described in the applicable Prospectus Supplement, the
registered Debt Securities of any series will be issuable in denominations of
$1,000. (SEE Section 302 of the forms of Indenture.)

Unless otherwise specified in the applicable Prospectus Supplement, the
principal of (and premium, if any) and interest, if any, on any series of Debt
Securities will be payable at the corporate trust office of the applicable
Trustee or at the office of any transfer agent designated by the Company for
such purpose; provided that, at the option of the Company, payment of interest
may be made by check mailed to the address of the Person entitled thereto as it
appears in the Security Register or by wire transfer of funds to such Person at
an account maintained within the United States. (SEE Sections 301, 305, 306, 307
and 1002 of the forms of Indenture.)

Any interest not punctually paid or duly provided for on any Interest
Payment Date with respect to a Debt Security ("Defaulted Interest ") will
forthwith cease to be payable to the Holder on the applicable Regular Record
Date and may either be paid to the person in whose name such Debt Security is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
applicable Trustee, notice of which shall be given to the Holder of such Debt
Security not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner, all as more completely described in the
applicable Indenture. (SEE Section 307 of the forms of Indenture.)

Subject to certain limitations applicable to Debt Securities issued in
book-entry form, the Debt Securities of any series will be exchangeable for
other Debt Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations upon surrender of such
Debt Securities at the corporate trust office of the applicable Trustee. In
addition, subject to certain limitations applicable to Debt Securities issued in
book-entry form, the Debt Securities of any series may be surrendered for
conversion or registration of transfer thereof at the corporate trust office of
the applicable Trustee. Every Debt Security surrendered for conversion,
registration of transfer or exchange must be duly endorsed or accompanied by a
written instrument of transfer. No service charge will be made for any
registration of transfer or exchange of any Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (SEE Section 305 of the forms of
Indenture.) If the applicable Prospectus Supplement refers to any transfer

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agent (in addition to the Trustee) initially designated by the Company with
respect to any series of Debt Securities, the Company may at any time rescind
the designation of any such transfer agent or approve a change in the location
at which any such transfer agent acts, except that the Company will be required
to maintain a transfer agent in each Place of Payment for such series. The
Company may at any time designate additional transfer agents with respect to any
series of Debt Securities. (SEE Section 1002 of the forms of Indenture.)

Neither the Company nor any Trustee will be required (i) to issue, register
the transfer of or exchange Debt Securities of any series during a period
beginning at the opening of business 15 days before any selection of Debt
Securities of that series to be redeemed and ending at the close of business on
the day of mailing of the relevant notice of redemption; (ii) to register the
transfer of or exchange any Debt Security, or portion thereof, called for
redemption, except the unredeemed portion of any Debt Security being redeemed in
part; or (iii) to issue, register the transfer of or exchange any Debt Security
which has been surrendered for repayment at the option of the Holder, except the
portion, if any, of such Debt Security not to be so repaid. (SEE Section 305 of
the forms of Indenture.)

MERGER, CONSOLIDATION OR SALE

Each Indenture will provide that the Company will not, in any transaction or
series of related transactions, consolidate with, or sell, lease, assign,
transfer or otherwise convey all or substantially all of its assets to, or merge
with or into, any other Person unless (i) either the Company shall be the
continuing corporation, or the successor Person (if other than the Company)
formed by or resulting from any such consolidation or merger or which shall have
received the transfer of such assets is a corporation organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia and shall expressly assume, by supplemental indenture
delivered to the Trustee, the due and punctual payment of the principal of (and
premium, if any) and interest, if any, on all of the outstanding Debt Securities
issued under such Indenture and the due and punctual performance and observance
of all of the other covenants and conditions contained in such outstanding Debt
Securities and such Indenture; (ii) immediately after giving effect to such
transaction and treating any Debt (including Acquired Debt) which becomes an
obligation of the Company or any of its Subsidiaries as a result thereof as
having been incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default under the applicable Indenture, and no event
which, after notice or the lapse of time or both, would become such an Event of
Default, shall have occurred and be continuing, and (iii) an officers'
certificate and legal opinion concerning such conditions shall be delivered to
each Trustee. In the event that the Company is not the continuing corporation,
then, for purposes of clause (ii) of the preceding sentence, the successor
corporation shall be deemed to be the "Company" referred to in such clause (ii).
(SEE Sections 801 and 803 of the forms of Indenture).

Upon any such merger, consolidation, sale, assignment, transfer, lease or
conveyance in which the Company is not the continuing corporation, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such sale, assignment, transfer, lease or other conveyance is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under the relevant Indenture with the same effect as if such
successor corporation had been named as the Company therein and thereafter
(except in the case of a lease) the Company shall be released from its
obligations under such Indenture and the Debt Securities.

CERTAIN COVENANTS

The Senior Indenture will contain the following covenants:

AGGREGATE DEBT TEST. The Company will not, and will not cause or permit any
of its Subsidiaries to, incur any Debt (including, without limitation, Acquired
Debt) if, immediately after giving effect to the incurrence of such Debt and the
application of the proceeds therefrom, the aggregate principal amount of all
outstanding Debt of the Company and its Subsidiaries (determined on a
consolidated basis in

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accordance with generally accepted accounting principles) is greater than 60% of
the sum of (without duplication) (i) the Total Assets of the Company and its
Subsidiaries as of the last day of the then most recently ended fiscal quarter
and (ii) the aggregate purchase price of any real estate assets or mortgages
receivable acquired, and the aggregate amount of any securities offering
proceeds received (to the extent such proceeds were not used to acquire real
estate assets or mortgages receivable or used to reduce Debt), by the Company or
any of its Subsidiaries since the end of such fiscal quarter, including the
proceeds obtained from the incurrence of such additional Debt, determined on a
consolidated basis in accordance with generally accepted accounting principles.

DEBT SERVICE TEST. The Company will not, and will not cause or permit any
of its Subsidiaries to, incur any Debt (including, without limitation, Acquired
Debt) if the ratio of Consolidated Income Available for Debt Service to the
Annual Debt Service Charge for the four consecutive fiscal quarters most
recently ended prior to the date on which such additional Debt is to be incurred
shall have been less than 1.5:1 on a pro forma basis after giving effect to the
incurrence of such Debt and the application of the proceeds therefrom, and
calculated on the assumption that (i) such Debt and any other Debt (including,
without limitation, Acquired Debt) incurred by the Company or any of its
Subsidiaries since the first day of such four-quarter period and the application
of the proceeds therefrom (including to repay other Debt), and the repayment or
retirement of any other Debt of the Company or any of its Subsidiaries since the
first day of such four-quarter period, had occurred on the first day of such
period (except that, in making such computation, the amount of Debt under any
revolving credit facility, line of credit or similar facility shall be computed
based upon the average daily balance of such Debt during such period); and (ii)
in the case of any acquisition or disposition by the Company or any of its
Subsidiaries of any asset or group of assets, in any such case with a fair
market value (determined in good faith by the Company's Board of Directors) in
excess of $1 million, since the first day of such four-quarter period, whether
by merger, stock purchase or sale or asset purchase or sale or otherwise, such
acquisition or disposition had occurred as of the first day of such period with
the appropriate adjustments with respect to such acquisition or disposition
being included in such pro forma calculation. If the Debt giving rise to the
need to make the foregoing calculation or any other Debt incurred after the
first day of the relevant four-quarter period bears interest at a floating rate
then, for purposes of calculating the Annual Debt Service Charge, the interest
rate on such Debt shall be computed on a pro forma basis as if the average rate
which would have been in effect during the entire such four-quarter period had
been the applicable rate for the entire such period.

SECURED DEBT TEST. The Company will not, and will not cause or permit any
of its Subsidiaries to, incur any Debt (including, without limitation, Acquired
Debt) secured by any Lien on any property or assets of the Company or any of its
Subsidiaries, whether owned on the date of the Indenture or thereafter acquired,
if, immediately after giving effect to the incurrence of such Debt and the
application of the proceeds therefrom, the aggregate principal amount
(determined on a consolidated basis in accordance with generally accepted
accounting principles) of all outstanding Debt of the Company and its
Subsidiaries which is secured by any Lien on any property or assets of the
Company or any of its Subsidiaries is greater than 40% of the sum of (without
duplication) (i) the Total Assets of the Company and its Subsidiaries as of the
last day of the then most recently ended fiscal quarter and (ii) the aggregate
purchase price of any real estate assets or mortgages receivable acquired, and
the aggregate amount of any securities offering proceeds received (to the extent
such proceeds were not used to acquire real estate assets or mortgages
receivable or used to reduce Debt), by the Company or any of its Subsidiaries
since the end of such fiscal quarter, including the proceeds obtained from the
incurrence of such additional Debt, determined on a consolidated basis in
accordance with generally accepted accounting principles.

MAINTENANCE OF TOTAL UNENCUMBERED ASSETS. The Company and its Subsidiaries
must have Total Unencumbered Assets of not less than 150% of the aggregate
principal amount of all outstanding Unsecured Debt of the Company and its
Subsidiaries, determined on a consolidated basis in accordance with generally
accepted accounting principles.

The Subordinated Indenture will not contain any of the covenants described
above and will not contain any other limitation on the amount of Debt of any
kind which the Company or its Subsidiaries may

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incur. Neither Indenture will limit the amount of dividends or other
distributions which the Company may pay to its shareholders.

Each Indenture will contain the following covenants:

EXISTENCE. Except as permitted under the provisions of such Indenture
described in "Merger, Consolidation or Sale" the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Company will not be required to preserve any right or
franchise if it determines that the preservation thereof is no longer desirable
in the conduct of its business and that the loss thereof is not disadvantageous
in any material respect to the Holders of the Debt Securities outstanding under
the relevant Indenture.

MAINTENANCE OF PROPERTIES. The Company will cause all of its properties
used or useful in the conduct of its business or the business of any Subsidiary
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
PROVIDED, HOWEVER, that the Company and its Subsidiaries will not be prevented
from selling or otherwise disposing of for value its properties in the ordinary
course of business.

INSURANCE. The Company will, and will cause each of its Subsidiaries to,
keep all of their respective insurable properties insured against loss or damage
in amounts at least equal to their then full insurable value with financially
sound and reputable insurance companies; provided that neither the Company nor
any of its Subsidiaries shall be required to maintain earthquake insurance
coverage with respect to any property so long as (i) the Board of Directors of
the Company reasonably determines (as evidenced by a resolution delivered to the
Trustee) that earthquake insurance coverage for such property is not available
on commercially reasonable terms, and (ii) not less frequently than every three
months thereafter, the Board of Directors of the Company reasonably determines
(as evidenced by a resolution delivered to the Trustee) that earthquake
insurance coverage for such property is not available on commercially reasonable
terms. In the event that the obligation to maintain earthquake insurance
coverage with respect to any property shall have been suspended pursuant to the
proviso to the preceding sentences but the Company shall thereafter fail to
comply with its obligations under clause (ii) of such proviso (including,
without limitation, because the Board of Directors shall have determined that
earthquake coverage is available on commercially reasonable terms), then the
obligation to maintain earthquake insurance coverage with respect to such
property shall be immediately and automatically reinstated, subject to the right
of the Company thereafter to cause such obligation to again be suspended by
complying with the terms of such proviso.

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

PROVISION OF FINANCIAL INFORMATION. Whether or not the Company is subject
to Section 13 or 15(d) of the Exchange Act, the Company will, to the extent
permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents which the Company would have been required
to file with the Commission pursuant to such Section 13 or 15(d) if the Company
were so subject, on or prior to the respective dates (the "Required Filing
Dates") by which the Company would have been so required so to file such
documents. The Company will also in any event (x) within 15 days after each
Required Filing Date (i) transmit by mail to all Holders of Senior Debt
Securities, as their names and addresses appear in the Security Register,
without cost to such Holders, copies of the annual

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reports and quarterly reports which the Company would have been required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the
Company were subject to such Sections and (ii) file with the applicable Trustee
copies of the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act if the Company were subject to such Sections and
(y) if filing such documents by the Company with the Commission is not permitted
under the Exchange Act, promptly upon written request and payment of the
reasonable cost of duplication and delivery, supply copies of such documents to
any prospective Holder of Debt Securities under the relevant Indenture.

DEFINITIONS. As used herein,

"Acquired Debt" means Debt of a Person (i) existing at the time such Person
is merged or consolidated with or into, or becomes a Subsidiary of, the Company
or (ii) assumed by the Company or any of its Subsidiaries in connection with the
acquisition of assets from such Person. Acquired Debt shall be deemed to be
incurred on the date the acquired Person is merged or consolidated with or into,
or becomes a Subsidiary of, the Company or the date of the related acquisition,
as the case may be.

"Annual Debt Service Charge" means, for any period, the interest expense of
the Company and its Subsidiaries for such period (including, without
duplication, (i) all amortization of debt discount, (ii) all accrued interest,
(iii) all capitalized interest and (iv) the interest component of capitalized
lease obligations), determined on a consolidated basis in accordance with
generally accepted accounting principles.

"Consolidated Income Available for Debt Service" for any period means
Consolidated Net Income of the Company and its Subsidiaries for such period,
plus amounts which have been deducted and minus amounts which have been added
for (without duplication) (i) interest expense on Debt, (ii) provision for taxes
based on income, (iii) amortization of debt discount and deferred financing
costs, (iv) provisions for gains and losses on properties, (v) property
depreciation and amortization, (vi) the effect of any non-cash items resulting
from a change in accounting principles in determining Consolidated Net Income,
and (vii) amortization of deferred charges, all determined on a consolidated
basis in accordance with generally accepted accounting principles.

"Consolidated Net Income" for any period means the amount of net income (or
loss) of the Company and its Subsidiaries for such period, excluding (without
duplication) (i) gains and losses on sales of investments and extraordinary
items and (ii) the portion of net income (but not losses) of the Company and its
Subsidiaries allocable to minority interests in unconsolidated Persons to the
extent that cash dividends or distributions have not actually been received by
the Company or one of its Subsidiaries, all determined on a consolidated basis
in accordance with generally accepted accounting principles.

"Debt" means, with respect to any Person, any indebtedness of such Person,
whether or not contingent, in respect of (i) borrowed money or evidenced by
bonds, notes, debentures or similar instruments, (ii) indebtedness secured by
any Lien on any property or asset owned by such Person, but only to the extent
of the lesser of (x) the amount of indebtedness so secured and (y) the fair
market value (determined in good faith by the board of directors of such Person
or, in the case of the Company or a Subsidiary, by the Company's Board of
Directors) of the property subject to such Lien, (iii) reimbursement
obligations, contingent or otherwise, in connection with any letters of credit
actually issued or amounts representing the balance deferred and unpaid of the
purchase price of any property except any such balance that constitutes an
accrued expense or trade payable, or (iv) any lease of property by such Person
as lessee which is required to be reflected on such Person's balance sheet as a
capitalized lease in accordance with generally accepted accounting principles,
and also includes, to the extent not otherwise included, any obligation of such
Person to be liable for, or to pay, as obligor, guarantor or otherwise (other
than for purposes of collection in the ordinary course of business), Debt of the
types referred to above of another Person (it being understood that Debt shall
be deemed to be incurred by such Person whenever such person shall create,
assume, guarantee or otherwise become liable in respect thereof).

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"Lien" means any mortgage, deed of trust, lien, charge, pledge, security
interest or other encumbrance of any kind.

"Subsidiary" means (i) a corporation a majority of whose voting stock is at
the time, directly or indirectly, owned by the Company, by the Company and one
or more of its Subsidiaries, or by one or more Subsidiaries of the Company, and
(ii) any Person (other than a corporation) a majority of whose equity interests
are at the time, directly or indirectly, owned by the Company, by the Company
and one or more of its Subsidiaries, or by one or more Subsidiaries of the
Company.

"Total Assets" means the sum of (without duplication) (i) Undepreciated Real
Estate Assets and (ii) all other assets (excluding accounts receivable and
intangibles) of the Company and its Subsidiaries, all determined on a
consolidated basis in accordance with generally accepted accounting principles.

"Total Unencumbered Assets" means the sum of (without duplication) (i) those
Undepreciated Real Estate Assets which are not subject to a Lien securing Debt
and (ii) all other assets (excluding accounts receivable and intangibles) of the
Company and its Subsidiaries not subject to a Lien securing Debt, all determined
on a consolidated basis in accordance with generally accepted accounting
principles.

"Undepreciated Real Estate Assets" as of any date means the cost (original
cost plus capital improvements) of real estate assets of the Company and its
Subsidiaries on such date, before depreciation and amortization, all determined
on a consolidated basis in accordance with generally accepted accounting
principles.

"Unsecured Debt" means Debt of the Company or any of its Subsidiaries which
is not secured by a Lien on any property or assets of the Company or any of its
Subsidiaries.

EVENTS OF DEFAULT, NOTICE AND WAIVER

Unless otherwise provided in the applicable Prospectus Supplement, each
Indenture will provide that the following events are "Events of Default" with
respect to any series of Debt Securities issued thereunder: (i) default for 30
days in the payment of any interest on or any Additional Amounts payable in
respect of any Debt Security of such series; (ii) default in the payment of any
principal of (or premium, if any, on) any Debt Security of such series at its
Maturity; (iii) default in making any sinking fund payment as required for any
Debt Security of such series; (iv) default in the performance of any other
covenant or warranty of the Company contained in the applicable Indenture (other
than a covenant or warranty included in such Indenture solely for the benefit of
a series of Debt Securities other than such series), continued for 60 days after
written notice as provided in such Indenture; (v) default under any evidence of
indebtedness of the Company or any of its Subsidiaries or any mortgage,
indenture or other instrument under which such indebtedness is issued or by
which such indebtedness is secured which results in the acceleration of
indebtedness in an aggregate principal amount exceeding $20,000,000 or which
constitutes a failure to pay at maturity or other scheduled payment date (after
expiration of any applicable grace period) indebtedness in an aggregate
principal amount exceeding $20,000,000, but only if such indebtedness is not
discharged or such acceleration is not rescinded or annulled within 10 days
after notice to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 10% in aggregate principal amount of the Outstanding
Debt Securities of such series; (vi) certain events of bankruptcy, insolvency or
reorganization, or court appointment of a receiver, liquidator or trustee, of
the Company or of any Significant Subsidiary or of the respective property of
either; and (vii) any other Event of Default provided with respect to that
series of Debt Securities. (SEE Section 501 of the forms of Indenture.) The term
"Significant Subsidiary" means a significant subsidiary (as defined in
Regulation S-X promulgated under the Securities Act as in effect on January 1,
1996) of the Company.

If an Event of Default under any Indenture with respect to Debt Securities
of any series issued thereunder at the time outstanding occurs and is
continuing, then in every such case the applicable Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Debt Securities of that
series may declare the principal amount (or, if the Debt Securities of that
series are Original Issue Discount

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Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms thereof) of all of the Debt Securities of that series to
be due and payable immediately by written notice thereof to the Company (and to
the applicable Trustee if given by the Holders). However, at any time after such
a declaration of acceleration with respect to Debt Securities of such series has
been made, the Holders of not less than a majority in principal amount of Debt
Securities of such series may rescind and annul such declaration and its
consequences if (i) the Company shall have deposited with the applicable Trustee
all required payments of the principal of (and premium, if any) and interest, if
any, on the Debt Securities of such series, plus certain fees, expenses,
disbursements and advances of such Trustee and (ii) all Events of Default, other
than the nonpayment of accelerated principal (or specified portion thereof) with
respect to Debt Securities of such series have been cured or waived as provided
in such Indenture. (SEE Section 502 of the forms of Indenture.) The Indentures
will also provide that the Holders of not less than a majority in principal
amount of the Debt Securities of any series may waive any past default with
respect to such series and its consequences, except a default (x) in the payment
of the principal of (or premium, if any) or interest, if any, on any Debt
Security of such series or (y) in respect of a covenant or provision contained
in the applicable Indenture that cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security affected thereby. (SEE
Section 513 of the forms of Indenture.)

The Indentures will require each Trustee to give notice to the Holders of
Debt Securities issued thereunder within 90 days of a default under the
applicable Indenture unless such default shall have been cured or waived;
provided, however, that such Trustee may withhold notice to the Holders of any
such series of Debt Securities of any default with respect to such series
(except a default in the payment of the principal of (or premium, if any) or
interest, if any, on any Debt Security of such series or in the payment of any
sinking fund installment in respect of any Debt Security of such series) if a
Responsible Officer of such Trustee considers such withholding to be in the
interest of such Holders. (SEE Section 601 of the forms of Indenture.)

The Indentures will provide that no Holder of Debt Securities of any series
issued thereunder may institute any proceeding, judicial or otherwise, with
respect to such Indenture or for any remedy thereunder, except in the case of
the failure of the applicable Trustee, for 60 days, to act after it has received
a written request to institute proceedings in respect of an Event of Default
from the Holders of not less than 25% in principal amount of the Outstanding
Debt Securities of such series, as well as an offer of reasonable indemnity.
(SEE Section 507 of the forms of Indenture.) This provision will not prevent,
however, any Holder of Debt Securities from instituting suit for the enforcement
of payment of the principal of (and premium, if any) and interest, if any, on
such Debt Securities held by that Holder at the respective due dates thereof.
(SEE Section 508 of the forms of Indenture.)

The Indentures will provide that, subject to provisions to each Indenture
relating to its duties in case of default, a Trustee thereunder is under no
obligation to exercise any of its rights or powers under an Indenture at the
request or direction of any Holders of any series of Debt Securities then
Outstanding under such Indenture, unless such Holders shall have offered to the
Trustee thereunder reasonable security or indemnity. (SEE Section 602 of the
forms of Indenture.) The Holders of not less than a majority in principal amount
of the Outstanding Debt Securities of any series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to such Trustee, or of exercising any trust or power conferred upon such
Trustee. However, a Trustee may refuse to follow any direction which is in
conflict with any law or the applicable Indenture, which may involve such
Trustee in personal liability or which may be unduly prejudicial to the Holders
of Debt Securities of such series not joining therein. (SEE Section 512 of the
forms of Indenture.)

Within 120 days after the close of each fiscal year, the Company must
deliver to each Trustee a certificate, signed by one of several specified
officers of the Company, stating whether or not such officer has knowledge of
any default under the applicable Indenture and, if so, specifying each such
default and the nature and status thereof. (SEE Section 1012 of the form of
Senior Indenture and Section 1009 of the form of Subordinated Indenture.)

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MODIFICATION OF THE FORMS OF INDENTURE

Modifications and amendments of an Indenture may be made only with the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Debt Securities of each series issued thereunder which are affected
by such modification or amendment; provided, however, that no such modification
or amendment may, without the consent of the Holder of each such Debt Security
affected thereby, (i) change the Stated Maturity of the principal of, or any
installment of interest, if any, (or premium, if any) on, any such Debt
Security, (ii) reduce the principal amount of, or the rate or amount of interest
on, or any premium payable on any such Debt Security, or reduce the amount of
principal of an Original Issue Discount Security that would be due and payable
upon declaration of acceleration of the maturity thereof or would be provable in
bankruptcy, or adversely affect any right of repayment of the Holder of any such
Debt Security, (iii) change the Place of Payment, or the coin or currency, for
payment of principal of, or premium, if any, or interest, if any, on any such
Debt Security, (iv) impair the right to institute suit for the enforcement of
any payment on or with respect to any such Debt Security, (v) reduce the
percentage of Outstanding Debt Securities of any series necessary to modify or
amend the applicable Indenture with respect to such Debt Securities, to waive
compliance with certain provisions thereof or certain defaults and consequences
thereunder or to reduce the quorum or voting requirements set forth in the
applicable Indenture; or (vi) modify any of the foregoing provisions or any of
the provisions relating to the waiver of certain past defaults or certain
covenants, except to increase the required percentage to effect such action or
to provide that certain other provisions may not be modified or waived without
the consent of the Holder of such Debt Security. (SEE Section 902 of the forms
of Indenture.)

Each Indenture provides that the Holders of not less than a majority in
principal amount of Outstanding Debt Securities of any series issued thereunder
have the right to waive compliance by the Company with certain covenants in the
Senior Indenture applicable to such series, including those described in the
section of this Prospectus captioned "Certain Covenants." (SEE Section 1014 of
the form of Senior Indenture and Section 1013 of the form of Subordinated
Indenture.)

Modifications and amendments of an Indenture may be made by the Company and
the applicable Trustee without the consent of any Holder of Debt Securities
issued thereunder for any of the following purposes: (i) to evidence the
succession of another Person to the Company as obligor under such Indenture;
(ii) to add to the covenants of the Company for the benefit of the Holders of
all or any series of Debt Securities issued thereunder or to surrender any right
or power conferred upon the Company in such Indenture; (iii) to add Events of
Default for the benefit of the Holders of all or any series of Debt Securities
issued thereunder; (iv) to add or change any provisions of such Indenture to
facilitate the issuance of Debt Securities issued thereunder in bearer form, or
to permit or facilitate the issuance of such Debt Securities in uncertificated
form, provided that such action shall not adversely affect the interests of the
Holders of such Debt Securities of any series in any material respect; (v) to
change or eliminate any provision of such Indenture, provided that no such
change or elimination shall become effective with respect to the Outstanding
Debt Securities of any series issued thereunder created prior thereto which are
entitled to the benefit of such provision; (vi) to secure the Debt Securities
issued thereunder; (vii) to establish the form or terms of Debt Securities of
any series issued thereunder, including the provisions and procedures, if
applicable, for the conversion of such Debt Securities into Common Shares or
Preferred Shares of the Company; (viii) to provide for the acceptance of
appointment by a successor Trustee or to facilitate the administration of the
trusts under an Indenture by more than one Trustee; (ix) to cure any ambiguity,
defect or inconsistency in such Indenture, provided that such action shall not
adversely affect the interests of Holders of Outstanding Debt Securities of any
series issued thereunder in any material respect; or (x) to supplement any of
the provisions of an Indenture to the extent necessary to permit or facilitate
defeasance and discharge of any series of such Debt Securities issued
thereunder, provided that such action shall not adversely affect the interests
of the Holders of the Debt Securities of any series issued thereunder in any
material respect. (SEE Section 901 of the forms of Indenture.)

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The Indentures will provide that in determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities of a series issued
thereunder have given any request, demand, authorization, direction, notice,
consent or waiver thereunder or whether a quorum is present at a meeting of
Holders of such Debt 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 declaration of acceleration of the maturity thereof, (ii) the
principal amount of a Debt Security denominated in a Foreign Currency that shall
be deemed outstanding shall be the U.S. dollar equivalent, determined on the
issue date for such Debt Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the U.S. dollar equivalent on the issue
date of such Debt Security of the amount determined as provided in (i) above),
(iii) the principal amount of an Indexed Security that shall be deemed
Outstanding shall be the principal face amount of such Indexed Security at
original issuance, unless otherwise provided with respect to such Indexed
Security pursuant to such Indenture, and (iv) Debt Securities owned by the
Company or any other obligor upon the Debt Securities or any Affiliate of the
Company or of such other obligor shall be disregarded. (SEE Section 101 of the
forms of Indenture.)

The Indentures will contain provisions for convening meetings of the Holders
of Debt Securities of a series issued thereunder. (SEE Section 1501 of the forms
of Indenture.) A meeting may be called at any time by the applicable Trustee and
also, upon request, by the Company or the Holders of at least 10% in principal
amount of the Outstanding Debt Securities of such series, in any such case upon
notice given as provided in the applicable Indenture. (SEE Section 1502 of the
forms of Indenture.) Except for any consent that must be given by the Holder of
each Debt Security affected by certain modifications and amendments of such
Indenture, any resolution presented at a meeting or adjourned meeting duly
reconvened at which a quorum is present may be adopted by the affirmative vote
of the Holders of a majority in principal amount of the Outstanding Debt
Securities of that series; provided, however, that, except as referred to above,
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action that may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Debt Securities of a series may be adopted at a
meeting or adjourned meeting duly reconvened at which a quorum is present by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Debt Securities of that series. Any resolution passed or
decision taken at any meeting of Holders of Debt Securities of any series duly
held in accordance with the applicable Indenture will be binding on all Holders
of Debt Securities of that series. The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be Persons holding or
representing a majority in principal amount of the Outstanding Debt Securities
of a series; provided, however, that if any action is to be taken at such
meeting with respect to a consent or waiver which may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding Debt
Securities of a series, the Persons holding or representing such specified
percentage in principal amount of the Outstanding Debt Securities of such series
will constitute a quorum. (SEE Section 1504 of the forms of Indenture.)

Notwithstanding the provisions described above, the Indentures will provide
that if any action is to be taken at a meeting of Holders of Debt Securities of
any series with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action that the applicable Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage in
principal amount of all Outstanding Debt Securities affected thereby, or of the
Holders of such series and one or more additional series: (i) there shall be no
minimum quorum requirement for such meeting and (ii) the principal amount of the
Outstanding Debt Securities of such series that vote in favor of such request,
demand, authorization, direction, notice, consent, waiver or other action shall
be taken into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action has been made,
given or taken under such Indenture. (SEE Section 1504 of the forms of
Indenture.)

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DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

Unless otherwise indicated in the applicable Prospectus Supplement, the
Company will be permitted, at its option, to discharge certain obligations to
Holders of any series of Debt Securities issued under any Indenture that have
not already been delivered to the applicable Trustee for cancellation and that
either have become due and payable or will become due and payable within one
year (or are scheduled for redemption within one year) by irrevocably depositing
with such Trustee, in trust, funds in such currency or currencies, currency unit
or units or composite currency or currencies in which such Debt Securities are
payable in an amount sufficient to pay the entire indebtedness on such Debt
Securities in respect of principal (and premium, if any) and interest, if any,
to the date of such deposit (if such Debt Securities have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be. (SEE
Section 401 of the forms of Indenture.)

Each Indenture provides that, unless otherwise provided in the applicable
Prospectus Supplement, the Company may elect with respect to any series of Debt
Securities issued thereunder either (i) to defease and be discharged from any
and all obligations with respect to such Debt Securities (except, among other
things, for the obligation to pay Additional Amounts, if any, upon the
occurrence of certain events of tax, assessment or governmental charge with
respect to payments on such Debt Securities and the obligations to register the
transfer or exchange of such Debt Securities, to replace temporary or mutilated,
destroyed, lost or stolen Debt Securities, to maintain an office or agency in
respect of such Debt Securities and to hold moneys for payment in trust)
("defeasance") (SEE Section 1402 of the forms of Indenture) or (ii) to be
released from its obligations with respect to such Debt Securities under the
applicable covenants described above under the caption "Certain Covenants"
(except that the Company shall remain subject to the covenant to preserve and
keep in full force and effect its corporate existence, except as permitted under
the provisions described under "Consolidation, Merger or Sale") and, if provided
pursuant to Section 301 of such Indenture, its obligations with respect to any
other covenants applicable to the Debt Securities of such series, and any
omission to comply with such obligations shall not constitute a default or an
Event of Default with respect to such Debt Securities ("covenant defeasance")
(SEE Section 1403 of the forms of Indenture), in either case upon the
irrevocable deposit by the Company with the applicable Trustee, in trust, of an
amount, in such currency or currencies, currency unit or units or composite
currency or currencies in which such Debt Securities are payable at Stated
Maturity, or Government Obligations (as defined below), or both, applicable to
such Debt Securities which through the scheduled payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and interest, if any,
on such Debt Securities, and any mandatory sinking fund or analogous payments
thereon, on the scheduled due dates therefor.

Such a trust may only be established if, among other things, the Company has
delivered to the applicable Trustee an Opinion of Counsel (as specified in the
applicable Indenture) to the effect that the Holders of such Debt Securities
will not recognize income, gain or loss for U.S. federal income tax purposes as
a result of such defeasance or covenant defeasance and will be subject to U.S.
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance or covenant defeasance had not
occurred, and such Opinion of Counsel, in the case of defeasance, must refer to
and be based upon a ruling of the Internal Revenue Service or a change in
applicable United States federal income tax law occurring after the date of such
Indenture. (SEE Section 1404 of the forms of Indenture.)

"Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Debt Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged, or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such government which issued
the Foreign Currency in which the Debt Securities of such series are payable,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government, which, in
either case, are not callable or redeemable

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at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt.
(SEE Section 101 of the forms of Indenture.)

Unless otherwise provided in the applicable Prospectus Supplement, if after
the Company has deposited funds and/or Government Obligations to effect
defeasance or covenant defeasance with respect to Debt Securities of any series,
(i) the Holder of a Debt Security of such series is entitled to, and does, elect
pursuant to Section 301 of the applicable form of Indenture or the terms of such
Debt Security to receive payment in a currency, currency unit or composite
currency other than that in which such deposit has been made in respect of such
Debt Security, or (ii) a Conversion Event (as defined below) occurs in respect
of the currency, currency unit or composite currency in which such deposit has
been made, the indebtedness represented by such Debt Security shall be deemed to
have been, and will be, fully discharged and satisfied through the payment of
the principal of (and premium, if any) and interest, if any, on such Debt
Security as they become due out of the proceeds yielded by converting the amount
so deposited in respect of such Debt Security into the currency, currency unit
or composite currency in which such Debt Security becomes payable as a result of
such election or such cessation of usage based on the applicable market exchange
rate. (SEE Section 1405 of the forms of Indenture.) "Conversion Event" means the
cessation of use of (a) a currency, currency unit or composite currency both by
the government of the country which issued such currency and for the settlement
of actions by a central bank or other public institution of or within the
international banking community, (b) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Community or (c) any currency unit or composite currency
other than the ECU for the purposes for which it was established. Unless
otherwise described in the applicable Prospectus Supplement, all payments of
principal of (and premium, if any) and interest, if any, on any Debt Security
that are payable in a Foreign Currency that ceases to be used by its government
of issuance shall be made in U.S. dollars.

In the event the Company effects covenant defeasance with respect to the
Debt Securities of any series and such Debt Securities are declared due and
payable because of the occurrence of any Event of Default (other than an Event
of Default with respect to any covenant as to which there has been covenant
defeasance), the amount of monies and Government Obligations deposited with the
applicable Trustee to effect such covenant defeasance may not be sufficient to
pay amounts due on such Debt Securities at the time of their Stated Maturity or
at the time of the acceleration resulting from such Event of Default. In any
such event, the Company would remain liable to make payment of such amounts due
at the time of acceleration.

The applicable Prospectus Supplement may further describe the provisions, if
any, permitting such defeasance or covenant defeasance, including any
modifications to the provisions described above, with respect to the Debt
Securities of or within a particular series.

RANKING OF DEBT SECURITIES

The Senior Debt Securities will be unsecured unsubordinated obligations of
the Company and will rank on a parity in right of payment with all other
unsecured and unsubordinated indebtedness of the Company. The Subordinated Debt
Securities will be unsecured obligations of the Company and will be subordinated
in right of payment to all existing and future Senior Indebtedness (as defined
below) of the Company. SEE "--Subordination of Subordinated Debt Securities."

The Debt Securities are obligations exclusively of the Company. Although the
Company conducts most of its operations itself, rather than through
subsidiaries, a portion of its assets (amounting to less than

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6% of its total consolidated assets at December 31, 1996) are held by its
subsidiaries. Accordingly, the cash flow of the Company and the consequent
ability to service its debt, including the Debt Securities, are partially
dependent on the earnings of such subsidiaries and the Debt Securities will be
effectively subordinated to all existing and future indebtedness and other
liabilities of such subsidiaries. Although the Senior Indentures will, if any
Senior Securities are issued, impose limitations on the incurrence of additional
indebtedness, both the Company and its subsidiaries will retain the ability to
incur substantial additional indebtedness.

SUBORDINATION OF SUBORDINATED SECURITIES

The payment of the principal of (and premium, if any) and interest, if any,
on the Subordinated Debt Securities will be subordinated as set forth in the
Subordinated Indenture in right of payment to the prior payment of all Senior
Indebtedness of the Company whether outstanding on the date of the Subordinated
Indenture or thereafter incurred. (SEE Section 1701 of the Subordinated
Indenture.)

"Senior Indebtedness" is defined in the Subordinated Indenture to mean (i)
the principal of and premium, if any, and unpaid interest, if any, on
indebtedness for money borrowed or evidenced by a bond, note, debenture or
similar instrument, (ii) purchase money and similar obligations, (iii)
obligations under capital leases, (iv) guarantees, assumptions or purchase
commitments relating to, or other transactions as a result of which the Company
is responsible for the payment of, indebtedness and obligations of others of the
types referred to in clauses (i) through (iii) above, (v) renewals, extensions
and refunding of any such indebtedness or obligations, (vi) interest in respect
of any such indebtedness or obligations accruing after the commencement of any
insolvency or bankruptcy proceedings and (vii) obligations associated with
derivative products such as interest rate and currency exchange contracts,
foreign exchange contracts, commodity contracts, and similar arrangements,
unless, in each case, the instrument by which the Company incurred, assumed or
guaranteed the indebtedness or obligations described in clauses (i) through
(vii) expressly provides that such indebtedness or obligation is subordinate or
junior in right of payment to all other indebtedness of the Company or is not
senior in right of payment to the Subordinated Debt Securities or ranks pari
passu with or subordinate to the Subordinated Debt Securities in right of
payment. At December 31, 1996, the Company had approximately $197,000,000 of
Senior Debt outstanding. There are no restrictions in the Subordinated Indenture
upon the incurrence of additional Senior Indebtedness.

The Subordinated Indenture will provide that, in the event (i) of any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceeding or upon an assignment for the benefit
of creditors or any other marshaling of the assets and liabilities of the
Company or otherwise, except a distribution in connection with a merger or
consolidation or a conveyance or transfer of all or substantially all of the
properties of the Company which complies with the requirements of Article Eight
of the Subordinated Indenture (described above under "Merger, Consolidation or
Sale") or (ii) that a default shall have occurred and be continuing with respect
to the payment of principal of (or premium, if any) or interest on any Senior
Indebtedness, or (iii) that the principal of the Subordinated Debt Securities of
any series issued under the Subordinated Indenture (or in the case of Original
Issue Discount Securities, the portion of the principal amount thereof referred
to in Section 502 of the form of Subordinated Indenture) shall have been
declared due and payable pursuant to Section 502 of the form of Subordinated
Indenture, and such declaration shall not have been rescinded and annulled as
provided in said Section 502, then:

(1) in a circumstance described in the foregoing clause (i) or (ii), the
holders of all Senior Indebtedness, and in the circumstance described in the
foregoing clause (iii), the holders of all Senior Indebtedness outstanding
at the time the principal of such Subordinated Debt Securities issued under
the Subordinated Indenture (or in the case of Original Issue Discount
Securities, such portion of the principal amount) shall have been so
declared due and payable, shall first be entitled to receive payment of the
full amount due thereon in respect of principal, premium (if any), interest
and Additional Amounts, or provision shall be made for such payment in money
or money's worth, before

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the Holders of any of the Subordinated Debt Securities are entitled to
receive any payment on account of the principal of (or premium, if any) or
interest, if any, on or any Additional Amount in respect of the indebtedness
evidenced by the Subordinated Debt Securities;

(2) any payment by, or distribution of assets of, the Company of any
kind or character, whether in cash, property or securities (other than
certain subordinated debt securities of the Company issued in a
reorganization or readjustment), to which the Holder of any of the
Subordinated Debt Securities would be entitled except for the subordination
provisions of Article Seventeen of the Subordinated Indenture shall be paid
or delivered by the person making such payment or distribution directly to
the holders of Senior Indebtedness (as provided in clause (1) above), or on
their behalf, ratably according to the aggregate amount remaining unpaid on
account of such Senior Indebtedness, to the extent necessary to make payment
in full of all Senior Indebtedness (as provided in clause (1) above)
remaining unpaid after giving effect to any concurrent payment or
distribution (or provisions therefor) to the holders of such Senior
Indebtedness, before any payment or distribution is made to or in respect of
the Holders of the Subordinated Debt Securities; and

(3) in the event that, notwithstanding the foregoing, any payment by, or
distribution of assets of, the Company of any kind or character is received
by the Holders of any of the Subordinated Debt Securities issued under the
Subordinated Indenture before all Senior Indebtedness is paid in full such
payment or distribution shall be paid over to the holders of such Senior
Indebtedness or on their behalf, ratably as aforesaid, for application to
the payment of all such Senior Indebtedness remaining unpaid until all such
Senior Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution (or provisions therefor) to the holders
of such Senior Indebtedness.

By reason of such subordination in favor of the holders of Senior
Indebtedness in the event of insolvency, certain general creditors of the
Company, including holders of Senior Indebtedness, may recover more, ratably,
than the Holders of the Subordinated Debt Securities.

CONVERTIBLE DEBT SECURITIES

The following provisions will apply to Debt Securities that will be
convertible into Common Shares or other equity securities of the Company
("Convertible Debt Securities") unless otherwise described in the Prospectus
Supplement for such Convertible Debt Securities.

The Holder of any Convertible Debt Securities will have the right,
exercisable at any time during the time period specified in the applicable
Prospectus Supplement, unless previously redeemed by the Company, to convert
such Convertible Debt Securities into Common Shares or other equity securities
of the Company at the conversion price or rate for each $1,000 principal amount
of Convertible Debt Securities set forth in such Prospectus Supplement. The
Holder of any Convertible Debt Security may convert a portion thereof which is
$1,000 or any integral multiple of $1,000. (SEE Section 301 of the form of
Senior Indenture and Section 1602 of the form of Subordinated Indenture.) In the
case of Convertible Debt Securities called for redemption, conversion rights
will expire at the close of business on the date fixed for the redemption
specified in the Prospectus Supplement, except that, in the case of repayment at
the option of the applicable Holder, such right will terminate upon the
Company's receipt of written notice of the exercise of such option. (SEE Section
301 of the form of Senior Indenture and Section 1602 of the form of Subordinated
Indenture.)

In certain events, the conversion price or rate will be subject to
adjustment as contemplated in the applicable Indenture. For Debt Securities
convertible into Common Shares, such events include the issuance of Common
Shares of the Company as a dividend; subdivisions and combinations of Common
Shares; the issuance to all holders of Common Shares of certain rights or
warrants entitling such holders to subscribe for or purchase Common Shares at a
price per share less than the current market price per Common Share; and the
distribution to all holders of Common Shares of shares of capital stock of the

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Company (other than Common Shares), evidences of indebtedness or assets of the
Company (excluding cash dividends or distributions paid from retained earnings
of the Company or subscription rights or warrants other than those referred to
above). In any of such cases, no adjustment of the conversion price or rate will
be required unless an adjustment would require a cumulative increase or decrease
of at least 1% in such price or rate. (SEE Section 301 of the Senior Indenture
and Section 1605 of the Subordinated Indenture.) Fractional Common Shares will
not be issued upon conversion, but, in lieu thereof, the Company will pay cash
adjustments. (SEE Section 301 of the Senior Indenture and Section 1606 of the
Subordinated Indenture.) Unless otherwise specified in the applicable Prospectus
Supplement, Convertible Debt Securities surrendered for conversion between any
record date for an interest payment and the related interest payment date
(except such Convertible Debt Securities called for redemption on a redemption
date during such period) must be accompanied by payment of an amount equal to
the interest thereon to such interest payment date. (SEE Section 301 of the
Senior Indenture and Section 1604 of the Subordinated Indenture.)

To protect the Company's status as a REIT, a person may not own or convert
any Convertible Debt Security if as a result of such ownership or upon such
conversion such person would then be deemed to Beneficially Own (as defined in
the Indenture) more than 5.0% of the outstanding capital stock of the Company.
Common Shares or other equity securities of the Company that may be acquired
upon the conversion of Convertible Debt Securities directly or constructively
held by an investor, but not Common Shares or other equity securities of the
Company issuable with respect to the conversion of Convertible Debt Securities
held by others, are deemed to be outstanding (a) at the time of purchase of the
Convertible Debt Securities, and (b) prior to the conversion of the Convertible
Debt Securities, for purposes of determining the percentage ownership of Common
Shares or other equity securities of the Company held by such investor. SEE
"Federal Income Tax Considerations."

The adjustment provisions for Debt Securities convertible into equity
securities of the Company other than Common Shares will be determined at the
time of issuance of such Debt Securities and will be set forth in the applicable
Prospectus Supplement.

Except as set forth in the applicable Prospectus Supplement, any Convertible
Debt Securities called for redemption, unless surrendered for conversion on or
before the close of business on the redemption date, are subject to being
purchased from the Holder of such Convertible Debt Securities by one or more
investment bankers or other purchasers who may agree with the Company to
purchase such Convertible Debt Securities and convert them into Common Shares or
other equity securities of the Company, as the case may be. (SEE Section 1108 of
the forms of Indenture.)

Reference is made to the sections captioned "Description of Common Shares,"
"Description of Preferred Shares" and "Description of Depositary Shares" for a
general description of securities to be acquired upon the conversion of
Convertible Debt Securities, including a description of certain restrictions on
the ownership of the Common Shares and the Preferred Shares.

GLOBAL SECURITIES

The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities (each, a "Global Security") that will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York ("DTC"), or such other depository as may be identified in the applicable
Prospectus Supplement. Global Securities may be issued in either registered or
bearer form and in either temporary or permanent form. Unless otherwise provided
in such Prospectus Supplement, Debt Securities that are represented by a Global
Security will be issued in any authorized denomination and will be issued in
registered or bearer form.

The Company anticipates that any Global Securities will be deposited with,
or on behalf of DTC, and that such Global Securities will be registered in the
name of Cede & Co., DTC's nominee. The Company further anticipates that the
following provisions will apply to the depository arrangements with respect to

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any such Global Securities. Any additional or differing terms of the depository
arrangements will be described in the Prospectus Supplement relating to a
particular series of Debt Securities issued in the form of Global Securities.

So long as DTC or its nominee is the registered owner of a Global Security,
DTC or its nominee, as the case may be, will be considered the sole Holder of
the Debt Securities represented by such Global Security for all purposes under
the applicable Indenture. Except as described below, owners of beneficial
interests in a Global Security will not be entitled to have Debt Securities
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Debt Securities in certificated
form and will not be considered the owners or Holders thereof under the
applicable Indenture. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in certificated form;
accordingly, such laws may limit the transferability of beneficial interests in
a Global Security.

Unless otherwise specified in the applicable Prospectus Supplement, each
Global Security will be exchangeable for certificated Debt Securities of the
same series only if (i) DTC notifies the Company that it is unwilling or unable
to continue as depository or DTC ceases to be a clearing agency registered under
the Securities Exchange Act of 1934 (if so required by applicable law or
regulation) and, in either case, a successor depository is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, (ii) the Company in its sole discretion determines that
the Global Securities shall be exchangeable for certificated Debt Securities or
(iii) there shall have occurred and be continuing an Event of Default under the
Indenture with respect to the Debt Securities of any series and beneficial
owners representing a majority in aggregate principal amount of such Debt
Securities represented by Global Securities advise DTC to cease acting as
depository. Upon any such exchange, owners of a beneficial interest in the
Global Security or Securities will be entitled to physical delivery of
individual Debt Securities in certificated form of like tenor, terms and rank,
equal in principal amount to such beneficial interest, and to have such Debt
Securities in certificated form registered in the names of the beneficial
owners, which names shall be provided by DTC's relevant Participants (as
identified by DTC) to the applicable Trustee. Unless otherwise described in the
applicable Prospectus Supplement, Debt Securities so issued in certificated form
will be issued in denominations of $1,000 or any integral multiple thereof, and
will be issued in registered form only, without coupons.

The following is based on information furnished to the Company:

DTC will act as securities depository for the Debt Securities. The Debt
Securities will be issued as fully registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One fully registered Debt Security
certificate will be issued with respect to each $200 million (or such other
amount as shall be permitted by DTC from time to time) of principal amount of
the Debt Securities of a series, and an additional certificate will be issued
with respect to any remaining principal amount of such series.

DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others,
such as securities brokers and dealers, and banks and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly

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<PAGE>
("Indirect Participants"). The rules applicable to DTC and its Participants are
on file with the Securities and Exchange Commission.

Purchases of Debt Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Debt Securities on
DTC's records. The ownership interest of each actual purchaser of each Debt
Security ("Beneficial Owner") is in turn recorded on the Direct and Indirect
Participants' records. A Beneficial Owner does not receive written confirmation
from DTC of its purchase, but is expected to receive a written confirmation
providing details of the transaction, as well as periodic statements of its
holdings, from the Direct or Indirect Participant through which such Beneficial
Owner entered into the transaction. Transfers of ownership interests in Debt
Securities are accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners do not
receive certificates representing their ownership interests in Debt Securities,
except under the circumstances described above.

To facilitate subsequent transfers, the Debt Securities are registered in
the name of DTC's partnership nominee, Cede & Co. The deposit of the Debt
Securities with DTC and their registration in the name of Cede & Co. will effect
no change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Debt Securities; DTC records reflect only the identity of the
Direct Participants to whose accounts Debt Securities are credited, which may or
may not be the Beneficial Owners. The Participants remain responsible for
keeping account of their holdings on behalf of their customers.

Delivery of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners are governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect
from time to time.

Neither DTC nor Cede & Co. consents or votes with respect to the Debt
Securities. Under its usual procedures, DTC mails a proxy (an "Omnibus Proxy")
to the issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Debt Securities are credited on the record date (identified
on a list attached to the Omnibus Proxy).

Principal payments, premium payments, if any, and interest payments, if any,
on the Debt Securities will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the payment date in accordance with their respective
holdings as shown on DTC's records unless DTC has reason to believe that it will
not receive payment on the payment date. Payments by Direct and Indirect
Participants to Beneficial Owners are governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name" and are the
responsibility of such Direct and Indirect Participants and not of DTC, the
applicable Trustee or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal,
premium, if any, and interest, if any, to DTC is the responsibility of the
Company or the applicable Trustee, disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners is the responsibility of Direct and Indirect Participants.

If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the Debt Securities of a series represented by Global Securities are
being redeemed, DTC's practice is to determine by lot the amount of the interest
of each Direct Participant in such issue to be redeemed.

To the extent that any Debt Securities provide for repayment or repurchase
at the option of the Holders thereof, a Beneficial Owner shall give notice of
any option to elect to have its interest in the Global Security repaid by the
Company, through its Participant, to the applicable Trustee, and shall effect
delivery of such interest in a Global Security by causing the Direct Participant
to transfer the Participant's interest in the Global Security or Securities
representing such interest, on DTC's records, to such Trustee.

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The requirement for physical delivery of Debt Securities in connection with a
demand for repayment will be deemed satisfied when the ownership rights in the
Global Security or Securities representing such Debt Securities are transferred
by Direct Participants on DTC's records.

DTC may discontinue providing its services as securities depository with
respect to the Debt Securities at any time by giving reasonable notice to the
Company or the applicable Trustee. Under such circumstances, in the event that a
successor securities depository is not appointed, Debt Security certificates are
required to be printed and delivered as described above.

The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Debt Security certificates will be printed and delivered as described above.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof.

None of the Company, the applicable Trustee or any applicable paying agent
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial interests in a Global Security, or
for maintaining, supervising or reviewing any records relating to such
beneficial interest.

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DESCRIPTION OF PREFERRED SHARES

The following description of Preferred Shares sets forth certain general
terms and provisions of the Preferred Shares to which any Prospectus Supplement
may relate, does not purport to be complete and is qualified in its entirety by
reference to the Company's Amended and Restated Articles of Incorporation (the
"Articles") and by the provisions of the form of articles supplementary pursuant
to which the terms of the Preferred Shares of any series will be established,
which have been or will be included or incorporated by reference as exhibits to
the Registration Statement of which this Prospectus is a part and are or will be
available as described above under "Available Information." Certain other
specific terms will be described in the applicable Prospectus Supplement. The
terms of the Preferred Shares offered in any Prospectus Supplement may differ
from the terms set forth below, in which case the terms set forth below shall be
deemed to have been superseded to the extent of any different terms set forth in
such Prospectus Supplement.

GENERAL

Under the Articles, the Board of Directors has the authority to issue up to
10,000,000 Preferred Shares, $0.01 par value per share. No Preferred Shares were
outstanding as of the date of this Prospectus. Preferred Shares may be issued
from time to time in one or more series, as authorized by the Board of Directors
of the Company and without any action or approval of shareholders of the
Company. Prior to the issuance of shares of such series, the Board of Directors
is required by the Maryland General Corporation Law and the Articles to fix for
each series, subject to the provisions of the Articles, the terms, rights,
restrictions and qualifications, including any preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms or conditions of redemption, as are permitted by Maryland law. The
Preferred Shares offered in any Prospectus Supplement will, when issued, be
fully paid and nonassessable and will have no preemptive rights.

The issuance of Preferred Shares, while providing flexibility in connection
with possible financings, acquisitions and other corporate purposes, could,
among other things, adversely affect the voting powers and other rights and
interests of holders of Common Shares and, under certain circumstances, could
make it more difficult for a third party to gain control of the Company and
could have the effect of delaying or preventing an attempted takeover of the
Company.

TERMS

Reference is made to the Prospectus Supplement relating to the Preferred
Shares offered thereby for specific terms, including:

(1) The class, series and title of such Preferred Shares;

(2) The number of shares of such Preferred Shares offered, the
liquidation preference per share and the offering price of such Preferred
Shares;

(3) The dividend rate or rates, period or periods and payment date or
dates or method of calculation thereof applicable to such Preferred Shares,
and whether dividends will be cumulative or non-cumulative;

(4) The date from which dividends on such Preferred Shares shall accrue,
if applicable;

(5) The procedures for any auction or remarketing of such Preferred
Shares;

(6) The provision for any sinking fund for such Preferred Shares;

(7) The provision for redemption, if applicable, of such Preferred
Shares;

(8) Any listing of such Preferred Shares on any securities exchange;

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<PAGE>
(9) Any terms and conditions upon which such Preferred Shares will be
convertible into Common Shares of the Company, including the conversion
price (or manner of calculation thereof);

(10) Whether interests in such Preferred Shares will be represented by
Depositary Shares;

(11) Any other specific terms, preferences, rights, limitations or
restrictions of or on such Preferred Shares;

(12) A discussion of federal income tax considerations applicable to such
Preferred Shares;

(13) The relative ranking and preferences of such Preferred Shares as to
dividend rights and rights upon liquidation, dissolution or winding up of
the affairs of the Company; and

(14) Any limitations on direct or beneficial ownership and restrictions
on transfer, in each case as may be appropriate to preserve the status of
the Company as a REIT.

RANK

Unless otherwise specified in the Prospectus Supplement, the Preferred
Shares of any series will, with respect to dividend rights and rights upon
liquidation, dissolution or winding up of the Company, rank (i) senior to all
classes or series of Common Stock of the Company, and to all equity securities
ranking junior to such Preferred Shares with respect to dividend rights or
rights upon liquidation, dissolution or winding up of the Company; (ii) on a
parity with all equity securities issued by the Company the terms of which
specifically provide that such equity securities rank on a parity with the
Preferred Shares with respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Company; and (iii) junior to all equity
securities issued by the Company which the terms of such Preferred Shares
specifically provide rank senior to the Preferred Shares with respect to
dividend rights or rights upon liquidation, dissolution or winding up of the
Company. The term "equity securities" does not include convertible debt
securities.

DIVIDENDS

Holders of the Preferred Shares of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of assets
of the Company legally available for payment, cash dividends at such rates and
on such dates as will be set forth in the applicable Prospectus Supplement. Each
such dividend shall be payable to holders of record as they appear on the share
transfer books of the Company on such record dates as shall be fixed by the
Board of Directors of the Company.

Dividends on any series of the Preferred Shares may be cumulative or
non-cumulative, as provided in the applicable Prospectus Supplement. Dividends,
if cumulative, will be cumulative from and after the date set forth in the
applicable Prospectus Supplement. If the Board of Directors of the Company fails
to declare a dividend payable on a dividend payment date on any series of the
Preferred Shares for which dividends are non-cumulative, then the holders of
such series of the Preferred Shares will have no right to receive a dividend in
respect of the dividend period ending on such dividend payment date, and the
Company will have no obligation to pay the dividend accrued for such period,
whether or not dividends on such series are declared payable on any future
dividend payment date.

If Preferred Shares of any series are outstanding, no full dividends will be
declared or paid or set apart for payment on any capital stock of the Company of
any other series ranking, as to dividends, on a parity with or junior to the
Preferred Shares of such series for any period unless (i) if such series of
Preferred Shares has a cumulative dividend, full cumulative dividends have been
or contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof is set apart for such payment on the Preferred Shares of
such series for all past dividend periods and the then current dividend period
or (ii) if such series of Preferred Shares does not have a cumulative dividend,
full dividends for the then current dividend period have been or
contemporaneously are declared and paid or declared and a sum sufficient

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for the payment thereof is set apart for such payment on the Preferred Shares of
such series. When dividends are not paid in full (or a sum sufficient for such
full payment is not so set apart) upon Preferred Shares of any series and the
shares of any other series of Preferred Shares ranking on a parity as to
dividends with the Preferred Shares of such series, all dividends declared upon
Preferred Shares of such series and any other series of Preferred Shares ranking
on a parity as to dividends with such Preferred Shares shall be declared pro
rata so that the amount of dividends declared per share of Preferred Shares of
such series and such other series of Preferred Shares shall in all cases bear to
each other the same ratio that accrued dividends per share on the Preferred
Shares of such series (which shall not include any accumulation in respect of
unpaid dividends for prior dividend periods if such Preferred Shares does not
have a cumulative dividend) and such other series of Preferred Shares bear to
each other. No interest, or sum of money in lieu of interest, shall be payable
in respect of any dividend payment or payments on Preferred Shares of such
series which may be in arrears.

Except as provided in the immediately preceding paragraph, unless (i) if
such series of Preferred Shares has a cumulative dividend, full cumulative
dividends on the Preferred Shares of such series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
is set apart for payment for all past dividend periods and the then current
dividend period, and (ii) if such series of Preferred Shares does not have a
cumulative dividend, full dividends on the Preferred Shares of such series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof is set apart for payment for the then current dividend
period, no dividends (other than in shares of Common Stock or other shares of
capital stock ranking junior to the Preferred Shares of such series as to
dividends and upon liquidation, dissolution and winding up) shall be declared or
paid or set aside for payment nor shall any other distribution be declared or
made upon the Common Stock, or any other capital stock of the Company ranking
junior to or on a parity with the Preferred Shares of such series as to
dividends or upon liquidation, dissolution or winding up, nor shall any shares
of Common Stock, or any other shares of capital stock of the Company ranking
junior to or on a parity with the Preferred Shares of such series as to
dividends or upon liquidation, dissolution or winding up be redeemed, purchased
or otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any such shares) by the
Company (except by conversion into or exchange for other capital stock of the
Company ranking junior to the Preferred Shares of such series as to dividends
and upon liquidation, dissolution and winding up).

Any dividend payment made on shares of a series of Preferred Shares shall
first be credited against the earliest accrued but unpaid dividend due with
respect to shares of such series which remains payable.

REDEMPTION

If so provided in the applicable Prospectus Supplement, the Preferred Shares
will be subject to mandatory redemption or redemption at the option of the
Company, as a whole or in part, in each case upon the terms, at the times and at
the redemption prices set forth in such Prospectus Supplement.

The Prospectus Supplement relating to a series of Preferred Shares that is
subject to mandatory redemption will specify the number of shares of such
Preferred Shares that shall be redeemed by the Company in each year commencing
after a date to be specified, at a redemption price per share to be specified,
together with an amount equal to all accrued and unpaid dividends thereon (which
shall not, if such Preferred Shares do not have a cumulative dividend, include
any accumulation in respect of unpaid dividends for prior dividend periods) to
the date of redemption. The redemption price may be payable in cash or other
property, as specified in the applicable Prospectus Supplement. If the
redemption price for Preferred Shares of any series is payable only from the net
proceeds of the issuance of shares of capital stock of the Company, the terms of
such Preferred Shares may provide that, if no such shares of capital stock shall
have been issued or to the extent the net proceeds from any issuance are
insufficient to pay in full the aggregate redemption price then due, such
Preferred Shares shall automatically and mandatorily

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<PAGE>
be converted into the applicable shares of capital stock of the Company pursuant
to conversion provisions specified in the applicable Prospectus Supplement.

Notwithstanding the foregoing, unless (i) if a series of Preferred Shares
has a cumulative dividend, full cumulative dividends on all shares of such
series of Preferred Shares shall have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for
payment for all past dividend periods and the then current dividend period, and
(ii) if a series of Preferred Shares does not have a cumulative dividend, full
dividends on all shares of the Preferred Shares of such series have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for payment for the then current dividend period, no
shares of such series of Preferred Shares shall be redeemed unless all
outstanding shares of Preferred Shares of such series are simultaneously
redeemed; PROVIDED, HOWEVER, that the foregoing shall not prevent the purchase
or acquisition of Preferred Shares of such series to preserve the REIT status of
the Company or pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares of Preferred Shares of such series. In
addition, unless (i) if such series of Preferred Shares has a cumulative
dividend, full cumulative dividends on all outstanding shares of such series of
Preferred Shares have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all past dividend periods and the then current dividend period, and (ii) if such
series of Preferred Shares does not have a cumulative dividend, full dividends
on the Preferred Shares of such series have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for payment for the then current dividend period, the Company shall not
purchase or otherwise acquire directly or indirectly any Preferred Shares of
such series (except by conversion into or exchange for capital shares of the
Company ranking junior to the Preferred Shares of such series as to dividends
and upon liquidation, dissolution and winding up); PROVIDED, HOWEVER, that the
foregoing shall not prevent the purchase or acquisition of shares of Preferred
Shares of such series to preserve the REIT status of the Company or pursuant to
a purchase or exchange offer made on the same terms to holders of all
outstanding shares of Preferred Shares of such series.

If fewer than all of the outstanding shares of Preferred Shares of any
series are to be redeemed, the number of shares to be redeemed will be
determined by the Company and such shares may be redeemed pro rata from the
holders of record of such shares in proportion to the number of such shares held
or for which redemption is requested by such holder (with adjustments to avoid
redemption of fractional shares), or by any other equitable manner determined by
the Company.

Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of record of Preferred Shares of
any series to be redeemed at the address shown on the stock transfer books of
the Company. Each notice shall state: (i) the redemption date; (ii) the number
of shares and series of the Preferred Shares to be redeemed; (iii) the
redemption price; (iv) the place or places where certificates for such Preferred
Shares are to be surrendered for payment of the redemption price; (v) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date; and (vi) the date upon which the holder's conversion rights, if any, as to
such shares shall terminate. If fewer than all the shares of Preferred Shares of
any series are to be redeemed, the notice mailed to each such holder thereof
shall also specify the number of Preferred Shares to be redeemed from each such
holder. If notice of redemption of any Preferred Shares has been given and if
the funds necessary for such redemption have been set aside by the Company in
trust for the benefit of the holders of any Preferred Shares so called for
redemption, then from and after the redemption date dividends will cease to
accrue on such Preferred Shares, and all rights of the holders of such shares
will terminate, except the right to receive the redemption price.

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Company, then, before any distribution or payment shall be
made to the holders of any Common Shares or

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<PAGE>

any other class or series of capital stock of the Company ranking junior to the
Preferred Shares of any series in the distribution of assets upon any
liquidation, dissolution or winding up of the Company, the holders of such
series of Preferred Shares shall be entitled to receive out of assets of the
Company legally available for distribution to shareholders, liquidating
distributions in the amount of the liquidation preference per share, if any, set
forth in the applicable Prospectus Supplement, plus an amount equal to all
dividends accrued and unpaid thereon (which, in the case of Preferred Shares for
which dividends are noncumulative, shall not include any accumulation in respect
of unpaid dividends for prior dividend periods). After payment of the full
amount of the liquidating distributions to which they are entitled, the holders
of Preferred Shares will have no right or claim to any of the remaining assets
of the Company. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Preferred Shares of any series and the corresponding
amounts payable on all shares of other classes or series of capital stock of the
Company ranking on a parity with such Preferred Shares in the distribution of
assets, then the holders of such Preferred Shares and all other such classes or
series of capital stock shall share ratably in any such distribution of assets
in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.

If liquidating distributions shall have been made in full to all holders of
Preferred Shares of any series, the remaining assets of the Company shall be
distributed among the holders of any other classes or series of capital stock
ranking junior to such Preferred Shares upon liquidation, dissolution or winding
up, according to their respective rights and preferences. For such purposes, the
consolidation or merger of the Company with or into any other corporation, trust
or entity, or the sale, lease or conveyance of all or substantially all of the
property or business of the Company, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Company.

VOTING RIGHTS

Holders of the Preferred Shares will not have any voting rights, except as
set forth below or as otherwise from time to time required by law or as
indicated in the applicable Prospectus Supplement.

Unless provided otherwise for any series of Preferred Shares, so long as any
shares of Preferred Shares of such series remain outstanding, the Company will
not, without the affirmative vote or consent of the holders of at least
two-thirds of the shares of such series of Preferred Shares outstanding at the
time, given in person or by proxy, either in writing or at a meeting (such
series voting separately as a class), (i) authorize or create, or increase the
authorized or issued amount of, any class or series of capital stock ranking
prior to such series of Preferred Shares with respect to payment of dividends or
the distribution of assets upon liquidation, dissolution or winding up or
reclassify any authorized capital stock of the Company into such shares, or
create, authorize or issue any obligation or security convertible into or
evidencing the right to purchase any such shares; or (ii) amend, alter or repeal
the provisions of the Articles or the designating amendment for such series of
Preferred Shares, whether by merger, consolidation or otherwise (an "Event"), so
as to materially and adversely affect any right, preference, privilege or voting
power of such series of Preferred Shares or the holders thereof, PROVIDED,
HOWEVER, that (x) any increase in the amount of the authorized Preferred Shares
or the creation or issuance of any other series of Preferred Shares, or (y) any
increase in the amount of authorized shares of such series or any other series
of Preferred Shares, in each case ranking on a parity with or junior to the
Preferred Shares of such series with respect to payment of dividends and the
distribution of assets upon liquidation, dissolution and winding up, shall not
be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers.

The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected, all outstanding shares of such series of Preferred Shares shall
have been redeemed or called for redemption and sufficient funds shall have been
deposited in trust to effect such redemption.

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CONVERSION RIGHTS

The terms and conditions, if any, upon which any series of Preferred Shares
is convertible into Common Stock will be set forth in the applicable Prospectus
Supplement relating thereto. Such terms will include the number of shares of
Common Stock into which the shares of Preferred Shares are convertible, the
conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the holders of the
Preferred Shares or the Company, the events requiring an adjustment of the
conversion price and provisions affecting conversion in the event of the
redemption of such series of Preferred Shares.

RESTRICTIONS ON OWNERSHIP

The Preferred Shares are subject to certain restrictions on transfer, and
are subject to redemption (at redemption prices to be specified in the
applicable Prospectus Supplement) at the option of the Company, to the extent
the Board of Directors deems necessary to permit the Company to comply with the
real estate investment trust provisions of the Internal Revenue Code of 1986, as
amended. SEE "Restrictions on Transfer of Capital Stock." In addition, the
applicable Prospectus Supplement may set forth additional restrictions on
transfer and related provisions applicable to the Preferred Shares offered
thereby intended to permit the Company to comply with such provisions.

TRANSFER AGENT

The transfer agent and registrar for the Preferred Shares will be set forth
in the applicable Prospectus Supplement.

DESCRIPTION OF DEPOSITARY SHARES

GENERAL

The Company may issue receipts ("Depositary Receipts") for Depositary
Shares, each of which will represent a fractional interest of a share of a
particular series of Preferred Shares, as specified in the applicable Prospectus
Supplement. Preferred Shares represented by Depositary Shares will be deposited
under a separate Deposit Agreement (each, a "Deposit Agreement") among the
Company, the depositary named therein (such depositary or its successor, the
"Preferred Shares Depositary") and the holders from time to time of the
Depositary Receipts. Subject to the terms of the Deposit Agreement, each owner
of a Depositary Receipt will be entitled, in proportion to the fractional
interest of a share of the particular series of Preferred Shares represented by
the Depositary Shares evidenced by such Depositary Receipt, to all the rights
and preferences of the Preferred Shares represented by such Depositary Shares
(including dividend, voting, conversion, redemption and liquidation rights).

The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the applicable Deposit Agreement. Immediately following the issuance
and delivery of the Preferred Shares by the Company to the Preferred Shares
Depositary, the Company will cause the Preferred Shares Depositary to issue, on
behalf of the Company, the Depositary Receipts. The following description of
certain terms of any Deposit Agreement and the related Depositary Shares and
Depositary Receipts does not purport to be complete, and is qualified in its
entirety by reference to the form of Deposit Agreement (including the form of
Depositary Receipt) which has been or will be filed or incorporated by reference
as an exhibit to the Registration Statement of which this Prospectus is a part
and is or will be available as described below under "Available Information."

The terms of the Depositary Shares offered in any Prospectus Supplement may
differ from the terms set forth below, in which case the terms set forth below
shall be deemed to have been superseded to the extent of any different terms set
forth in such Prospectus Supplement.

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DIVIDENDS AND OTHER DISTRIBUTIONS

The Preferred Shares Depositary will distribute all cash dividends or other
cash distributions received with respect to the Preferred Shares to the record
holders of the Depositary Receipts evidencing the related Depositary Shares in
proportion to the number of such Depositary Receipts owned by such holders,
subject to certain obligations of holders to file proofs, certificates and other
information and to pay certain charges and expenses to the Preferred Shares
Depositary.

In the event of a distribution other than in cash, the Preferred Shares
Depositary will distribute property received by it to the record holders of
Depositary Receipts entitled thereto, subject to certain obligations of holders
to file proofs, certificates and other information and to pay certain charges
and expenses to the Preferred Shares Depositary, unless the Preferred Shares
Depositary determines that it is not feasible to make such distribution, in
which case the Preferred Shares Depositary may, with the approval of the
Company, sell such property and distribute the net proceeds from such sale to
such holders.

WITHDRAWAL OF SHARES

Upon surrender of the Depositary Receipts at the corporate trust office of
the Preferred Shares Depositary (unless the related Depositary Shares have
previously been called for redemption), the holder thereof will be entitled to
delivery at such office, to or upon such holder's order, of the number of whole
or fractional Preferred Shares and any money or other property represented by
the Depositary Shares evidenced by such Depositary Receipts. Holders of
Depositary Receipts will be entitled to receive whole or fractional shares of
the related Preferred Shares on the basis of the proportion of Preferred Shares
represented by each Depositary Share as specified in the applicable Prospectus
Supplement, but holders of such Preferred Shares will not thereafter be entitled
to receive Depositary Shares therefor. If the Depositary Receipts delivered by
the holder evidence a number of Depositary Shares in excess of the number of
Depositary Shares representing the number of Preferred Shares to be withdrawn,
the Preferred Shares Depositary will deliver to such holder at the same time a
new Depositary Receipt evidencing such excess number of Depositary Shares.

REDEMPTION OF DEPOSITARY SHARES

Whenever the Company redeems Preferred Shares held by the Preferred Shares
Depositary, the Preferred Shares Depositary will redeem as of the same
redemption date the number of Depositary Shares representing the Preferred
Shares so redeemed, provided the Company shall have paid in full to the
Preferred Shares Depositary the redemption price of the Preferred Shares to be
redeemed plus an amount equal to any accrued and unpaid dividends (or, with
respect to Preferred Shares as to which dividends are non-cumulative, dividends
for the current dividend period only) thereon to the date fixed for redemption.
The redemption price per Depositary Share will be equal to the applicable
fraction of the redemption price and any other amounts per share payable with
respect to the Preferred Shares. If less than all the Depositary Shares are to
be redeemed, the Depositary Shares to be redeemed will be selected by the
Preferred Shares Depositary by lot or in such other manner as the Preferred
Share Depositary deems equitable.

After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Receipts evidencing the Depositary Shares so called
for redemption will cease, except the right to receive any moneys payable upon
such redemption and any money or other property to which the holders of such
Depositary Receipts were entitled upon such redemption upon surrender thereof to
the Preferred Shares Depositary.

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VOTING OF THE UNDERLYING PREFERRED SHARES

Upon receipt of notice of any meeting at which the holders of the Preferred
Shares are entitled to vote, the Preferred Shares Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Receipts evidencing the Depositary Shares which represent such
Preferred Shares. Each record holder of Depositary Receipts evidencing
Depositary Shares on the record date (which will be the same date as the record
date for the Preferred Shares) will be entitled to instruct the Preferred Shares
Depositary as to the exercise of the voting rights pertaining to the amount of
Preferred Shares represented by such holder's Depositary Shares. The Preferred
Shares Depositary will vote the amount of Preferred Shares represented by such
Depositary Shares in accordance with such instructions, and the Company will
agree to take all reasonable action which may be deemed necessary by the
Preferred Shares Depositary in order to enable the Preferred Shares Depositary
to do so. The Preferred Shares Depositary will abstain from voting the amount of
Preferred Shares represented by such Depositary Shares to the extent it does not
receive specific instructions from the holders of Depositary Receipts evidencing
such Depositary Shares.

LIQUIDATION PREFERENCE

In the event of liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, each holder of a Depositary Receipt will be
entitled to the applicable fraction of the liquidation preference accorded each
Preferred Share represented by the Depositary Share evidenced by such Depositary
Receipt, as set forth in the applicable Prospectus Supplement.

CONVERSION OF PREFERRED SHARES

The Depositary Shares, as such, are not convertible into Common Shares or
any other securities or property of the Company. Nevertheless, if so specified
in the applicable Prospectus Supplement relating to an offering of Depositary
Shares, the Depositary Receipts may be surrendered by holders thereof to the
Preferred Shares Depositary with written instructions to the Preferred Shares
Depositary to instruct the Company to cause conversion of the Preferred Shares
represented by the Depositary Shares evidenced by such Depositary Receipts into
whole Common Shares, other Preferred Shares of the Company or other shares of
capital stock, and the Company has agreed that upon receipt of such instructions
and any amounts payable in respect thereof, it will cause the conversion thereof
utilizing the same procedures as those provided for delivery of Preferred Shares
to effect such conversion. If the Depositary Shares evidenced by a Depositary
Receipt are to be converted in part only, one or more new Depositary Receipts
will be issued for any Depositary Shares not to be converted. No fractional
Common Shares will be issued upon conversion, and if such conversion will result
in a fractional share being issued, an amount will be paid in cash by the
Company equal to the value of the fractional interest based upon the closing
price of the Common Shares on the last business day prior to the conversion.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

The form of Depositary Receipt evidencing the Depositary Shares which
represent the Preferred Shares and any provision of the Deposit Agreement may at
any time be amended by agreement between the Company and the Preferred Shares
Depositary. However, any amendment that materially and adversely alters the
rights of the holders of Depositary Receipts will not be effective unless such
amendment has been approved by the existing holders of at least a majority of
the Depositary Shares evidenced by the Depositary Receipts then outstanding.

The Deposit Agreement may be terminated by the Company upon not less than 30
days' prior written notice to the Preferred Shares Depositary if (i) such
termination is to preserve the Company's status as a REIT or (ii) holders of a
majority of the outstanding Depositary Receipts issued thereunder consent to
such termination, whereupon the Preferred Shares Depositary shall deliver or
make available to each

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holder of Depositary Receipts, upon surrender of the Depositary Receipts held by
such holder, such number of whole or fractional Preferred Shares as are
represented by the Depositary Shares evidenced by such Depositary Receipts. In
addition, the Deposit Agreement will automatically terminate if (i) all
outstanding Depositary Shares shall have been redeemed, (ii) there shall have
been a final distribution in respect of the related Preferred Shares in
connection with any liquidation, dissolution or winding up of the Company and
such distribution shall have been distributed to the holders of Depositary
Receipts evidencing the Depositary Shares representing such Preferred Shares or
(iii) each related Preferred Share shall have been converted into capital stock
of the Company not so represented by Depositary Shares.

CHARGES OF PREFERRED SHARES DEPOSITARY

The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the Deposit Agreement. In addition, the
Company will pay the fees and expenses of the Preferred Shares Depositary in
connection with the performance of its duties under the Deposit Agreement.
However, holders of Depositary Receipts will pay the fees and expenses of the
Preferred Shares Depositary for any duties requested by such holders to be
performed which are outside of those expressly provided for in the Deposit
Agreement.

RESIGNATION AND REMOVAL OF DEPOSITARY

The Preferred Shares Depositary may resign at any time by delivering to the
Company notice of its election to do so, and the Company may at any time remove
the Preferred Shares Depositary, any such resignation or removal to take effect
upon the appointment of a successor Preferred Shares Depositary. A successor
Preferred Shares Depositary must be appointed within 60 days after delivery of
the notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.

MISCELLANEOUS

The Preferred Shares Depositary will forward to holders of Depositary
Receipts any reports and communications from the Company which are received by
the Preferred Shares Depositary with respect to the related Preferred Shares.

Neither the Preferred Shares Depositary nor the Company will be liable if,
by law or any circumstances beyond its control, it is prevented from or delayed
in performing its obligations under the Deposit Agreement. The obligations of
the Company and the Preferred Shares Depositary under the Deposit Agreement will
be limited to performing their duties thereunder in good faith and without gross
negligence or willful misconduct, and the Company and the Preferred Shares
Depositary will not be obligated to prosecute or defend any legal proceeding in
respect of any Depositary Receipts, Depositary Shares or Preferred Shares
represented thereby unless reasonably satisfactory indemnity is furnished. The
Company and the Preferred Shares Depositary may rely on written advice of
counsel or accountants, or information provided by persons presenting Preferred
Shares represented thereby for deposit, holders of Depositary Receipts or other
persons believed to be competent to give such information, and on documents
believed to be genuine and signed by a proper party.

If the Preferred Shares Depositary shall receive conflicting claims,
requests or instructions from any holders of Depositary Receipts, on the one
hand, and the Company, on the other hand, the Preferred Shares Depositary shall
be entitled to act on such claims, requests or instructions received from the
Company.

DESCRIPTION OF COMMON STOCK WARRANTS

The Company may issue Common Stock Warrants for the purchase of Common
Shares. Common Stock Warrants may be issued independently or together with any
other Offered Securities offered by any

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Prospectus Supplement and may be attached to or separate from such Offered
Securities. Each series of Common Stock Warrants will be issued under a separate
warrant agreement (each, a "Warrant Agreement") to be entered into between the
Company and a warrant agent specified in the applicable Prospectus Supplement
(the "Warrant Agent"). The Warrant Agent will act solely as an agent of the
Company in connection with the Common Stock Warrants of such series and will not
assume any obligation or relationship of agency or trust for or with any holders
or beneficial owners of Common Stock Warrants. The following sets forth certain
general terms and provisions of the Common Stock Warrants offered hereby.
Further terms of the Common Stock Warrants and the applicable Warrant Agreements
will be set forth in the applicable Prospectus Supplement.

The following description of certain terms of any Common Stock Warrants and
the related Warrant Agreement does not purport to be complete and is qualified
in its entirety by reference to the form of Warrant Agreement (including the
form of Common Stock Warrant) which has been or will be filed or incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part and which is or will be available as described under "Available
Information."

The terms of the Common Stock Warrants offered in any Prospectus Supplement
may differ from the terms set forth below, in which case the terms set forth
below shall be deemed to have been superseded to the extent of any different
terms set forth in such Prospectus Supplement.

The applicable Prospectus Supplement will describe the terms of the Common
Stock Warrants in respect of which such Prospectus Supplement is being
delivered, including, where applicable, the following: (i) the title of such
Common Stock Warrants; (ii) the aggregate number of such Common Stock Warrants;
(iii) the price or prices at which such Common Stock Warrants will be issued;
(iv) the number of Common Shares purchasable upon exercise of such Common Stock
Warrants; (v) the designation and terms of the other Offered Securities with
which such Common Stock Warrants are issued and the number of such Common Stock
Warrants issued with each such Offered Security; (vi) whether such Common Stock
Warrants will be attached to any other Offered Securities and the date, if any,
on and after which such Common Stock Warrants and the related Offered Securities
will be separately transferable; (vii) the price at which each Common Share
purchasable upon exercise of such Common Stock Warrants may be purchased; (viii)
the date on which the right to exercise such Common Stock Warrants shall
commence and the date on which such right shall expire; (ix) if applicable, the
minimum or maximum amount of such Common Stock Warrants which may be exercised
at any one time; (x) information with respect to book-entry procedures, if any;
and (xi) any other terms of such Common Stock Warrants, including terms,
procedures and limitations relating to the exchange and exercise of such Common
Stock Warrants.

Reference is made to the section captioned "Description of Common Shares"
for a general description of the Common Shares to be acquired upon the exercise
of the Common Stock Warrants, including a description of certain restrictions on
the ownership of Common Shares. Common Shares that may be acquired upon the
exercise of Common Stock Warrants directly or constructively held by an investor
will be deemed by the Company to be outstanding (i) at the time of acquisition
of the Common Stock Warrants, and (ii) prior to the exercise of the Common Stock
Warrants, for purposes of determining the percentage ownership of Common Shares
held by such investor.

DESCRIPTION OF COMMON SHARES

GENERAL

The following description of the Common Shares sets forth certain general
terms and provisions of the Common Shares to which any Prospectus Supplement may
relate, including a Prospectus Supplement providing that Common Shares will be
issuable upon conversion of Debt Securities or Preferred Shares of the Company
or upon the exercise of Common Stock Warrants issued by the Company. The
statements below describing the Common Shares, the Rights (as defined below) and
the Rights Agreement (as defined below) do not purport to be complete and are in
all respects subject to and qualified in their

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entirety by reference to the applicable provisions of the Articles, the Bylaws
and the Rights Agreement dated as of August 14, 1989 (the "Rights Agreement")
between the Company and Chase Mellon Shareholder Services (formerly Chemical
Trust Company of California ("Chemical")), as successor rights agent, as
supplemented, copies of which have been filed or incorporated by reference as
exhibits to the Registration Statement of which this Prospectus is a part and
are available as described above under "Available Information."

The Articles authorize the issuance of up to 50,000,000 Common Shares, $0.01
par value. As of December 31, 1996, there were 32,879,741 Common Shares issued
and outstanding. In addition, as of December 31, 1996, there were 967,336 Common
Shares reserved for issuance upon the exercise of options under the Company's
stock option plans. The Common Shares are listed on the NYSE under the symbol
"BRE." Chemical is the transfer agent and registrar of the Common Shares.

Holders of Common Shares are entitled to receive dividends ratably, when, as
and if declared by the Board of Directors of the Company, out of assets of the
Company legally available for payment, subject to any preferential rights of any
outstanding Preferred Shares. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of Common
Shares are entitled to share ratably in any assets of the Company available for
distribution to shareholders after payment of or provision for all liabilities
of the Company and any amounts owing in respect of any outstanding Preferred
Shares. The Common Shares offered in any Prospectus Supplement will not have
preemptive or conversion rights.

Holders of Common Shares are entitled to one vote for each share held on all
matters submitted to a vote of the holders of Common Shares and, except as
otherwise required by law or as provided by the express provisions of any series
of Preferred Shares, the holders of the Common Shares will exclusively possess
all voting power of the shareholders of the Company. Holders of Common Shares do
not have cumulative voting rights in the election of directors.

As described above under "Description of Preferred Shares," the Board of
Directors may, without the approval of the shareholders of the Company, from
time to time authorize the issuance of one or more series of Preferred Shares
with such rights, restrictions and other terms as may be determined by the Board
of Directors. The issuance of Preferred Shares, while providing flexibility in
connection with possible financings, acquisitions and other corporate purposes,
could, among other things, adversely affect the voting powers and other rights
and interests of holders of Common Shares and, under certain circumstances,
could make it more difficult for a third party to gain control of the Company
and could have the effect of delaying or preventing an attempted takeover of the
Company.

CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS

Several provisions of the Articles and Bylaws may have the effect of
deterring a takeover of the Company. These provisions include (i) the
requirement that 70% of the outstanding shares of voting stock approve certain
mergers, sales of assets or other business combinations with shareholders owning
10% or more of then outstanding voting shares, unless the transaction is
recommended by a majority of the disinterested directors or meets certain fair
price criteria, (ii) a requirement that directors of the Company may be removed
by the shareholders only for "cause" and that vacancies in the Board of
Directors may be filled only by action of the remaining directors, (iii) the
requirement that 70% of the outstanding shares of voting stock approve
amendments to certain provisions of the Articles, (iv) the classification of the
Company's Board of Directors into three classes serving staggered three-year
terms, (v) a prohibition on certain stock repurchases by the Company from a
holder of 5% or more of the outstanding voting shares for a price exceeding fair
market value unless certain conditions are met, and (vi) a requirement that
shareholder action without a meeting be taken by unanimous written consent.

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Maryland law imposes certain restrictions on business combinations with a
greater than ten percent shareholder unless a company's charter states that it
has elected not to be governed by such provisions. The Company has made such an
election in the Articles and therefore is not subject to such provisions.

Maryland law eliminates the voting rights of any shares of voting stock held
by a person to the extent such shares exceed 20% of the outstanding voting stock
of the company, and permits a company to redeem any such shares at the fair
value of the stock, unless a company's charter states that it has elected not to
be governed by such provisions. The Company has made such an election in the
Articles and therefore is not subject to such provisions.

SHAREHOLDER RIGHTS PLAN

On August 14, 1989, the Company's Board of Directors declared a dividend
distribution to shareholders of record on September 7, 1989 of one common share
purchase right (a "Right") for each outstanding Common Share. Each Right
entitles the holder to purchase from the Company one Common Share at a cash
purchase price of $90.00 per share, subject to adjustment. The terms of the
Rights are set forth in the Rights Agreement. The Rights are not exercisable
until the Distribution Date referred to below and will expire at the close of
business on September 7, 1999, unless earlier redeemed by the Company as
described below (the "Final Expiration Date").

Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) the Rights will be issued with newly issued Common Shares and (ii)
the Rights will be evidenced by the Common Share certificates and the transfer
of Common Share certificates will also constitute the transfer of the Rights
associated with such Common Shares. As soon as practicable after the
Distribution Date, Rights certificates will be mailed to holders of record of
the Common Shares as of the close of business on the Distribution Date.

The Rights will separate from the Common Shares and a Distribution Date (as
defined in the Rights Agreement) will occur, in general, upon the earlier of (i)
10 days following a public announcement that a person (an "Acquiring Person")
has acquired 32% or more of the outstanding Common Shares (the "Stock
Acquisition Date"), (ii) 10 business days following the commencement of a tender
or exchange offer for 40% or more of the outstanding Common Shares or (iii) 10
business days after the Board of Directors determines that a person has become
an "Adverse Person" (as defined in the Rights Agreement).

In the event that, among other things, (i) the Company survives a merger or
business combination with an Acquiring Person or an Adverse Person without any
exchange of its outstanding Common Shares for other securities, cash or
property, (ii) any person becomes the owner of 40% or more of the then
outstanding Common Shares, (iii) an Acquiring Person or an Adverse Person
engages in one of a number of self-dealing transactions set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring Person or an
Adverse Person, an event occurs which results in such person's ownership
interest being increased by more than 1%, each Right will entitle the holder to
receive, upon exercise, Common Shares having a value equal to two times the
exercise price of the Right. In the event that, at any time following the Stock
Acquisition Date or the date on which the Board of Directors determines that a
person is an Adverse Person, (i) the Company is acquired in a merger or other
business combination, (ii) the Company survives a merger or business combination
in which Common Shares are exchanged for other securities, cash or property or
(iii) 50% or more of the Company's assets or earning power is sold or
transferred, each Right will entitle the holder to receive, upon exercise,
common shares of the acquiring person having a value equal to two times the
exercise price of the Right.

In general, the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right, at any time until ten days following the earlier of
the Stock Acquisition Date, the date on which a person is determined to be an
Adverse Person or the Final Expiration Date.

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<PAGE>
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights by the Board of
Directors or on the acquisition by such person or group of a substantial number
of Rights.

RESTRICTIONS ON TRANSFERS OF CAPITAL STOCK; REDEMPTION

The Articles provide that any shareholder must, upon demand, disclose to the
Board of Directors of the Company in writing such information with respect to
its direct and indirect ownership of the shares of the Company's stock as the
Board of Directors deems necessary to permit the Company to comply (or to verify
compliance) with the real estate investment trust ("REIT") provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
promulgated thereunder or the requirements of any other taxing authority. The
Articles further provide that, if the Board of Directors in good faith
determines that direct or indirect ownership of shares of the Company's stock
has or may become concentrated to an extent that would prevent the Company from
qualifying as a REIT (SEE "Certain Federal Income Tax Considerations"), the
Board of Directors is authorized to prevent the transfer of stock or to call for
redemption (by lot or by other means affecting one or more shareholders selected
in the sole discretion of the Board of Directors) of a number of shares of stock
sufficient in the opinion of the Board of Directors to maintain or bring the
direct or indirect ownership of the Company's stock into conformity with the
requirements for maintaining REIT status. If Common Shares are called for
redemption, the redemption price shall be (i) the last reported sale price of
the shares on the last business day prior to the redemption date on the
principal national securities exchange on which the shares are listed or
admitted to trading, (ii) if the shares are not so listed or admitted to trading
but are reported in the Nasdaq system, the last sale price on the last business
day prior to the redemption date, or if there is no sale on such day then at the
last bid price on such day as reported in the Nasdaq National Market, (iii) if
the shares are not so reported or listed or admitted to trading, the mean
between the highest bid and lowest asked prices on such last business day as
reported by the National Quotation Bureau Incorporated or a similar organization
selected by the Board of Directors for such purpose, or (iv) if not determined
by the foregoing methods, as determined in good faith by the Board of Directors.
From and after the date fixed for redemption by the Board of Directors, the
holder of any shares of stock so called for redemption will cease to be entitled
to dividends, distributions, voting rights and other benefits with respect to
such shares, excepting only the right to payment of the redemption price without
interest.

The Bylaws provide that, whenever it is determined by the Board of Directors
to be reasonably necessary to protect the REIT tax status of the Company, the
Board of Directors may require a statement or affidavit from each holder or
proposed transferee of shares of stock setting forth the number of shares
already owned by such holder or transferee or any related person. The Bylaws
further provide that if, in the opinion of the Board of Directors, which will be
conclusive upon any proposed transferor or transferee of shares, any proposed
transfer would jeopardize the status of the Company as a REIT under the Code,
the Board of Directors may refuse to permit such transfer; that any attempt to
transfer as to which the Board of Directors has refused its permission will be
void and of no effect to transfer any legal or beneficial interest in the
shares; and that all contracts for the sale or other transfer of shares are
subject to these restrictions.

These provisions may have the effect of preventing acquisition of control of
the Company unless the Board of Directors determines that maintenance of REIT
status is no longer in the best interests of the Company.

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FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material federal income tax
considerations to the Company and its security holders relating to the Offered
Securities and the treatment of the Company as a REIT. It is not intended to
represent a detailed description of the federal income tax consequences
applicable to a particular shareholder of the Company in view of a shareholder's
particular circumstances, or to certain types of shareholders (including
insurance companies, tax-exempt organizations, financial institutions or
broker-dealers, foreign corporations and persons who are not citizens or
residents of the United States) subject to special treatment under the federal
income tax laws. The discussion in this section is based on current provisions
of the Code, current and proposed Treasury Regulations, court decisions and
other administrative rulings and interpretations, all of which are subject to
change either prospectively or retroactively. There can be no assurance that any
such change, future Code provision or other legal authority will not alter
significantly the tax considerations described herein.

EACH PROSPECTIVE PURCHASER IS URGED TO CONSULT THE APPLICABLE PROSPECTUS
SUPPLEMENT, AS WELL AS HIS OWN TAX ADVISOR, REGARDING THE SPECIFIC TAX
CONSEQUENCES, IN VIEW OF SUCH PROSPECTIVE PURCHASER'S INDIVIDUAL CIRCUMSTANCES,
OF THE PURCHASE, OWNERSHIP AND SALE OF THE OFFERED SECURITIES, INCLUDING THE
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE,
OWNERSHIP AND SALE AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

GENERAL

The Company has elected to be taxed as a real estate investment trust under
Section 856 through 860 of the Code, commencing with its initial taxable year
ended since its formation on May 22, 1970. The Company believes that it is
organized and is operating in such a manner as to qualify for taxation as a REIT
under the Code. The Company intends to continue to operate in such a manner, but
no assurance can be given that it will operate in a manner so as to qualify or
remain qualified as a REIT.

In the opinion of Farella Braun & Martel LLP, based on certain assumptions
and representations, the Company was reorganized in Delaware in 1987 in
conformity with the requirements for qualification as a "Real Estate Investment
Trust" under the Code, and the Company has qualified as a REIT for its fiscal
years ended July 31, 1993, July 31, 1994 and July 31, 1995, its short taxable
year ended December 31, 1995 and its taxable year ended December 31, 1996 (the
years, to the best knowledge of counsel, that are still subject to audit by the
Internal Revenue Service), and the Company is organized and operates in a manner
that will enable it to qualify to be taxed as a REIT under the Code for its
taxable year ending December 31, 1997 and thereafter provided the Company
continues to meet the asset composition, source of income, shareholder
diversification, distributions, record keeping, and other requirements of the
Code necessary for the Company to qualify as a REIT. It must be emphasized that
this opinion is based on various assumptions and is conditioned upon certain
representations made by the Company as to factual matters including, but not
limited to, those set forth below in this discussion of "Federal Income Tax
Considerations" and those concerning the Company's business and properties as
set forth and incorporated by reference in this Prospectus. Moreover, such
qualification and taxation as a REIT depends upon the Company's ability to meet,
through actual annual operating results, distribution levels and diversity of
stock ownership, the various qualification tests imposed under the Code
discussed below the results of which will not be reviewed by Farella Braun &
Martel LLP. Accordingly, no assurance can be given that the actual results of
the Company's operations for any particular taxable year will satisfy such
requirements. SEE "--Failure to Qualify."

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TAXATION OF THE COMPANY

A REIT, such as the Company, generally will not be subject to federal
corporate income tax on its taxable income that is currently distributed to its
shareholders. This treatment substantially eliminates the "double taxation" (at
the corporate and shareholder levels) that generally results from an investment
in a corporation. However, the Company will be subject to federal income tax in
several ways, including the following: First, the Company will be taxed at
regular corporate rates on any undistributed REIT taxable income, including
undistributed net capital gains. Second, under certain circumstances, the
Company may be subject to the "alternative minimum tax." Third, if the Company
has: (i) net income from the sale or other disposition of "foreclosure property"
which is held primarily for sale to customers in the ordinary course of business
or (ii) other non-qualifying income from foreclosure property, it will be
subject to tax on such income at the highest corporate rate. Fourth, if the
Company has net income from "prohibited transactions" (which are, in general,
certain sales or other dispositions of property held primarily for sale to
customers in the ordinary course of business other than foreclosure property),
such income will be subject to a 100% corporate level tax. Fifth, if the Company
should fail to satisfy the 75% gross income test or the 95% gross income test
(each discussed below) but has nonetheless maintained its qualification as a
REIT by satisfying certain other requirements, it will be subject to a 100% tax
on an amount equal to the gross income attributable to the greater of the amount
by which the Company fails the 75% or 95% test, multiplied by a fraction
intended to reflect the Company's profitability. Sixth, if the Company should
fail to distribute during each calendar year at least the sum of: (i) 85% of its
REIT ordinary income for such year, (ii) 95% of its REIT capital gain net income
for such year and (iii) any undistributed taxable income from prior periods, it
will be subject to a 4% excise tax on the excess of such required distribution
over the amounts actually distributed. Seventh, if the Company acquires any
asset from a C corporation (i.e., generally a corporation subject to full
corporate-level tax) in a transaction in which the basis of the asset in the
Company's hands is determined by reference to the basis of the asset (or any
other property) in the hands of the C corporation, and the Company recognizes
gain on the disposition of such asset during the ten-year period beginning on
the date the asset was acquired by the Company, then the excess of (i) the fair
market value of such asset as of the beginning of such period over (ii) the
Company's adjusted basis in such asset as of the beginning of such period will
be subject to tax at the highest regular corporate tax rate.

REQUIREMENTS FOR QUALIFICATION

A REIT is defined in the Code as a corporation, trust or association: (i)
which is managed by one or more trustees or directors; (ii) the beneficial
ownership of which is evidenced by transferable shares or by transferable
certificates of beneficial interest; (iii) which would be taxable as a domestic
corporation, but for Sections 856 through 859 of the Code; (iv) which is neither
a financial institution nor an insurance company subject to certain provisions
of the Code; (v) the beneficial ownership of which is held by 100 or more
persons; (vi) not more than 50% in value of the outstanding stock of which is
owned during the last half of each taxable year, directly or indirectly, by or
for five or fewer individuals (as defined in the Code to include certain
entities); and (vii) which meets certain income and asset tests described below.
Conditions (i) through (iv) above must be met during the entire taxable year and
condition (v) must be met during at least 335 days of a taxable year of 12
months, or during a proportionate part of a taxable year of less than 12 months.
However, conditions (v) and (vi) do not apply until after the first taxable year
for which an election is made to be taxed as a REIT.

INCOME TESTS

In order to maintain qualification as a REIT, the Company annually must
satisfy three gross income requirements. First, at least 75% of the Company's
gross income (excluding gross income from prohibited transactions) for each
taxable year must be derived directly or indirectly from investments relating to
real property or mortgages on real property (including "rents from real
property" and, in certain circumstances, interest ) or from certain types of
temporary investments. Second, at least 95% of the Company's

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gross income (excluding gross income from prohibited transactions) for each
taxable year must be derived from such real property investments, dividends,
interest and gain from sale or disposition of stock or securities (or from any
combination of the foregoing). Third, short-term gain from the sale or other
disposition of stock or securities, gain from prohibited transactions and gain
on the sale or other disposition of real property held for less than four years
(apart from involuntary conversions and sales of foreclosure property) must
represent less than 30% of the Company's gross income (including gross income
from prohibited transactions) for each taxable year.

Rents received by the Company will qualify as "rents from real property" in
satisfying the gross income requirements for a REIT described above only if
several conditions are met. First, the amount of rent must not be based in whole
or in part on the income or profits of any person. However, an amount received
or accrued generally will not be excluded from the term "rents from real
property" solely by reason of being based on a fixed percentage or percentages
of receipts or sales. Second, the Code provides that rents received from a
tenant will not qualify as "rents from real property" in satisfying the gross
income tests if the REIT, or an owner of 10% or more of the REIT, directly or
constructively owns 10% or more of such tenant (a "Related Party Tenant").
Third, if rent attributable to personal property leased in connection with a
lease of real property is greater than 15% of the total rent received under the
lease, then the portion of rent attributable to such personal property will not
qualify as "rents from real property." Finally, for rents received to qualify as
"rents from real property," the REIT generally must not operate or manage the
property or furnish or render services to the tenants of such property, other
than through an independent contractor from whom the REIT derives no income;
provided, however, the Company may directly perform certain services that are
"usually or customarily rendered" in connection with the rental of space for
occupancy only and are not otherwise considered "rendered to the occupant" of
the property. The Company does not and will not charge rent for any property
that is based in whole or in part on the income or profits of any person (except
by reason of being based on a percentage of receipts or sales, as described
above), and the Company does not and will not rent any personal property (other
than personal property leased in connection with the lease of real property, the
amount of which is less than 15% of the total rent received under the lease).
The Company directly performs services under certain of its leases, but such
services are not rendered to the occupant of the property.

Furthermore, these services are usual and customary management services
provided by landlords renting space for occupancy in the geographic areas in
which the Company owns property. To the extent that the performance of any
services provided by the Company would cause amounts received from its tenants
to be excluded from rents from real property, the Company will hire independent
contractors from whom the Company derives no revenue to perform such services.

The term "interest" generally does not include any amount received or
accrued (directly or indirectly) if the determination of such amount depends in
whole or in part on the income or profits of any person. However, an amount
received or accrued generally will not be excluded from the term "interest"
solely by reason of being based on a fixed percentage or percentages of receipts
or sales.

If the Company fails to satisfy one or both of the 75% or 95% gross income
tests for any taxable year, it may nevertheless qualify as a REIT for such year
if it is entitled to relief under certain provisions of the Code. These relief
provisions generally will be available if the Company's failure to meet such
tests was attributable to reasonable cause and not to willful neglect, the
Company attaches a schedule of the sources of its income to its return, and any
incorrect information on the schedule was not attributable to fraud with intent
to evade tax. It is not possible, however, to determine whether, in all
circumstances, the Company would be entitled to the benefit of those relief
provisions. As discussed above in "-- General," even if those relief provisions
apply, a tax would be imposed with respect to excess net income.

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ASSET TESTS

At the close of each quarter of its taxable year, the Company must also
satisfy three tests relating to the nature of its assets. First, at least 75% of
the value of the Company's total assets must be represented by interests in real
property, interests in mortgages on real property to the extent the mortgage
balance does not exceed the value of the associated real property, shares in
other REITs, cash, cash items, government securities and certain securities
attributable to temporary investment of new capital. Second, not more than 25%
of the Company's total assets may be represented by securities other than those
in the 75% asset class. Third, of the investments included in the 25% asset
class, the value of any one issuer's securities owned by the Company may not
exceed 5% of the value of the Company's total assets and the Company may not own
more than 10% of any one issuer's outstanding voting securities.

As set forth above, the ownership of more than 10% of the voting securities
of any one issuer by a REIT is prohibited by the asset tests. However, the
Company owns stock in certain subsidiaries that are, in the opinion of Farella
Braun & Martel LLP (based on cetain representations by the Company), "qualified
REIT subsidiaries" as defined in the Code, and as "qualified REIT subsidiaries,"
such subsidiaries are not treated as separate corporations for federal income
tax purposes. Thus, the Company's ownership of stock of a "qualified REIT
subsidiary" will not cause the Company to fail the asset tests.

ANNUAL DISTRIBUTION REQUIREMENTS

In order to qualify as a REIT, the Company is required to distribute
dividends (other than capital gain dividends) to its shareholders each year in
an amount at least equal to: (i) the sum of (a) 95% of the Company's "REIT
taxable income" (computed without regard to the dividends paid deduction and the
Company's net capital gain) and (b) 95% of the net income (after tax), if any,
from foreclosure property, minus (ii) the sum of certain items of non-cash
income. To the extent that the Company does not distribute all of its net
capital gain or distributes at least 95%, but less than 100%, of its "REIT
taxable income," as adjusted, it will be subject to tax thereon at regular
ordinary and capital gains corporate tax rates. Furthermore, if the Company
fails to distribute during each calendar year at least the sum of: (i) 85% of
its REIT ordinary income for such year, (ii) 95% of its REIT capital gain income
for such year and (iii) any undistributed taxable income from prior periods, the
Company will be subject to a 4% excise tax on the excess of such required
distribution over the amounts actually distributed (including for this purpose
as amounts distributed, amounts taxed at regular ordinary and capital gains
corporate tax rates). The Company intends to make timely distributions
sufficient to satisfy these annual distribution requirements.

It is possible that the Company, from time to time, may not have sufficient
cash or other liquid assets to meet the 95% distribution requirement because of
timing differences between (i) the actual receipt of income and the actual
payment of deductible expenses and (ii) the inclusion of such income and
deduction of such expenses in arriving at the taxable income of the Company. In
the event that such timing differences occur, in order to meet the 95%
distribution requirement the Company may find it necessary to arrange for
short-term, or possibly long-term, borrowings or to pay dividends in the form of
taxable stock dividends.

Under certain circumstances, the Company may be able to rectify a failure to
meet the distribution requirement for a certain year by paying "deficiency
dividends" to shareholders in a later year, which may be included in the
Company's deduction for dividends paid for the earlier year. Thus, the Company
may be able to avoid being taxed on amounts distributed as deficiency dividends.
However, the Company will be required to pay interest based upon the amount of
any deduction taken for deficiency dividends.

FAILURE TO QUALIFY

If the Company fails to qualify for taxation as a REIT in any taxable year,
and the relief provisions do not apply, the Company will be subject to tax
(including any applicable corporate alternative minimum tax) on its taxable
income at regular corporate rates. Distributions to shareholders in any year in
which the

40
<PAGE>
Company fails to qualify will not be deductible by the Company nor will they be
required to be made by the Company. In such event, to the extent of current and
accumulated earnings and profits, all distributions to shareholders will be
taxable as ordinary income, and, subject to certain limitations, a corporate
distributee may be eligible for the dividends received deduction. Unless
entitled to relief under specific statutory provisions, the Company will also be
disqualified from taxation as a REIT for the four taxable years following the
year during which qualification was lost. Whether the Company would be entitled
to such statutory relief cannot be foreseen.

TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS

As long as the Company qualifies as a REIT, distributions made to its
taxable domestic shareholders out of current or accumulated earnings and profits
(and not designated as capital gain dividends) will result in ordinary income to
such shareholders. Corporate shareholders will not be entitled to the "dividends
received" deduction. Distributions that are designated as capital gain dividends
will be taxed as long-term capital gains (to the extent they do not exceed the
Company's actual net capital gain for the taxable year) without regard to the
period for which the shareholder has held its shares. However, corporate
shareholders may be required to treat up to 20% of certain capital gain
dividends as ordinary income. Distributions by the Company in excess of its
current and accumulated earnings and profits will not be taxable to a
shareholder to the extent that such distributions do not exceed the adjusted
basis of the shareholder's shares, but rather, will be a non-taxable reduction
in a shareholder's adjusted basis in such shares to the extent thereof and
thereafter will be taxed as capital gain.

Any dividend declared by the Company in October, November or December of any
year payable to a shareholder of record on a specified date in any such month
will be treated as both paid by the Company and received by the shareholder on
or before December 31 of such year, provided that the dividend is actually paid
by the Company by January 31 of the following calendar year.

Shareholders may not include any net operating losses or capital losses of
the Company in their individual income tax returns. In general, any loss upon
the sale or exchange of shares by a shareholder who has held such shares for six
months or less (after applying certain holding period rules) will be treated as
a long-term capital loss to the extent distributions from the Company are
required to be treated by such shareholder as long-term capital gain.

BACKUP WITHHOLDING

The Company will report to its domestic shareholders and to the IRS the
amount of dividends paid during each calendar year, and the amount of tax
withheld, if any. Under the backup withholding rules, a shareholder may be
subject to backup withholding at the rate of 31% with respect to dividends paid
unless such holder: (i) is a corporation or comes within certain other exempt
categories and, when required, demonstrates this fact, or (ii) provides a
taxpayer identification number, certifies to no loss of exemption from backup
withholding, and otherwise complies with applicable requirements of the backup
withholding rules. A shareholder that does not provide the Company with a
correct taxpayer identification number may also be subject to penalties imposed
by the IRS. Any amount paid as backup withholding will be creditable against the
shareholder's income tax liability. In addition, the Company may be required to
withhold a portion of capital gain distributions to any shareholders who fail to
certify their non-foreign status to the Company. SEE "--Taxation of Foreign
Shareholders."

TAXATION OF PENSION TRUSTS

For purposes of the "five or fewer" test described above, beneficiaries of a
domestic pension trust that owns shares in the Company generally will be treated
as owning such shares in proportion to their actuarial interests in the trust.
In addition, amounts distributed by the Company to a tax-exempt pension trust
generally do not constitute "unrelated business taxable income" ("UBTI") to such
trust unless the trust

41
<PAGE>
owns more than ten percent of the Company's Common Shares, in which case a
portion of such amounts distributed may be treated as UBTI.

TAXATION OF FOREIGN SHAREHOLDERS

The rules governing United States federal income taxation of nonresident
alien individuals or foreign corporations, foreign partnerships and other
foreign shareholders (collectively, "Non-U.S. Shareholders") are complex and no
attempt is made herein to provide more than a summary of such rules. Prospective
Non-U.S. Shareholders should consult with their own tax advisors to determine
the impact of federal, state and local income tax laws with regard to an
investment in the Common Shares, including any reporting requirements.

It is currently anticipated that the Company will qualify as a "domestically
controlled REIT" (i.e., a REIT in which at all times during a specified testing
period less than 50% of the value of the capital stock of which is owned
directly or indirectly by Non-U.S. Shareholders) and therefore gain from the
sale of Common Shares by a Non-U.S. Shareholder generally will not be subject to
United States taxation unless such gain is treated as "effectively connected"
with the Non-U.S. Shareholder's United States trade or business.

Distributions that are not attributable to gain from the sale or exchange by
the Company of United States real property interests (and are not designated as
capital gain dividends) ("Non-Capital Distributions") will be treated as
dividends of ordinary income to the extent that they are made out of current or
accumulated earnings and profits of the Company. Such distributions generally
will be subject to a United States withholding tax equal to 30% of the gross
amount of the distribution, subject to reduction or elimination under an
applicable tax treaty. However, if dividends from the investment in the shares
are treated as "effectively connected" with the Non-U.S. Shareholder's conduct
of a United States trade or business, such dividends will be subject to regular
U.S. income taxation (foreign corporations may also be subject to the 30% branch
profits tax). The Company will withhold United States income tax at the rate of
30% on the gross amount of any Non-Capital Distributions paid to a Non-U.S.
Shareholder unless: (i) a lower treaty rate applies and the Non-U.S. Shareholder
files certain information evidencing its entitlement to such lower treaty rate,
or (ii) the Non-U.S. Shareholder files an IRS Form 4224 with the Company
claiming that the distribution is "effectively connected" income. Distributions
which exceed current and accumulated earnings and profits of the Company will
not be taxable to the extent that they do not exceed the adjusted basis of
shares, but rather will reduce (but not below zero) the adjusted basis of such
shares. To the extent that such distributions exceed the adjusted basis of a
Non-U.S. Shareholder's shares, they generally will give rise to United States
tax liability if the Non-U.S. Shareholder would otherwise be subject to tax on
gain from the sale or disposition of his shares in the Company, as described
above. Because the Company will withhold 30% (or lower treaty rate) of all
Non-Capital Distributions, to the extent the Company makes distributions in
excess of its earnings and profits, generally the amount withheld will exceed a
Non-U.S. Shareholder's U.S. tax liability on such distributions and such
shareholder can seek a refund from the IRS to the extent the amount withheld on
its distributions exceeds its U.S. tax liability.

Distributions by the Company to a Non-U.S. Shareholder that are attributable
to gain from sales or exchanges by the Company of a United States real property
interest are subject to income and withholding tax under the provisions of the
Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). Under FIRPTA,
those distributions, if any, which are treated as gain recognized from the sale
of a United States real property interest, are taxed as income "effectively
connected" with a United States business. Non-U.S. Shareholders would thus be
taxed at the normal capital gain rates applicable to U.S. shareholders (subject
to the applicable alternative minimum tax and a special alternative minimum tax
for nonresident alien individuals). Also, distributions subject to FIRPTA may be
subject to a 30% branch profits tax in the hands of a foreign corporate
shareholder not entitled to treaty exemption. The Company will withhold 35% of
any distribution to a Non-U.S. Shareholder that could be designated by the
Company as a capital gain

42
<PAGE>
dividend. This amount is creditable against the Non-U.S. Shareholder's FIRPTA
tax liability. A refund may be available if the amount withheld exceeds the
Non-U.S. Shareholder's federal tax liability.

OTHER TAX CONSEQUENCES

The Company and its shareholders may be subject to state or local taxation
in various jurisdictions, including those in which it or they transact business
or reside. The state and local tax treatment of the Company and its shareholders
may not conform to the federal income tax consequences discussed above.
Prospective shareholders should consult their own tax advisors regarding the
effect of state and local tax laws on an investment in the Company.

PLAN OF DISTRIBUTION

The Company may sell the Offered Securities to one or more underwriters for
public offering and sale by them or may sell the Offered Securities to investors
directly or through agents or through dealers or through a combination of any
such methods of sale. Any such underwriter or agent involved in the offer and
sale of the Offered Securities will be named in the applicable Prospectus
Supplement.

Underwriters may offer and sell the Offered Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale or at prices related to the prevailing market prices at the
time of sale, or at negotiated prices. The Company also may, from time to time,
authorize agents to offer and sell the Offered Securities upon the terms and
conditions set forth in an applicable Prospectus Supplement. In connection with
the sale of Offered Securities, underwriters and agents may be deemed to have
received compensation from the Company in the form of discounts or commissions
and may also receive commissions from purchasers of Offered Securities for whom
they may act as agents. Underwriters may sell Offered Securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions from the underwriters or commissions from the purchasers for whom
they may act as agent.

Any compensation paid by the Company to underwriters or agents in connection
with the offering of Offered Securities and any discounts, concessions or
commissions allowed by underwriters to participating dealers will be set forth
in the applicable Prospectus Supplement. Underwriters, dealers and agents
participating in the distribution of the Offered Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Offered Securities may be deemed to be
underwriting discounts and commissions under the Securities Act. Underwriters,
dealers and agents may be entitled, under agreements entered into with the
Company, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act.

If so indicated in the applicable Prospectus Supplement, the Company may
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Offered Securities from the
Company pursuant to delayed delivery contracts ("Contracts") providing for
payment and delivery on such future date or dates stated in such Prospectus
Supplement. Each Contract will be for an amount not less than, and the aggregate
amount of Securities sold pursuant to Contracts shall be not less or more than,
the respective amounts stated in the applicable Prospectus Supplement.
Institutions with whom Contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions, but
will in all cases be subject to the approval of the Company. Contracts will not
be subject to any conditions except (i) the purchase by an institution of the
Offered Securities covered by its Contracts shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject and (ii) if the Offered Securities are being sold to
underwriters, the Company shall have sold to such underwriters the total amount
of the Offered Securities less the amount thereof covered by Contracts.

43
<PAGE>
Certain of the underwriters, dealers and agents and their affiliates may
engage in transactions with and perform services for the Company and its
subsidiaries in the ordinary course of business.

EXPERTS

The financial statements and related financial schedule of BRE Properties,
Inc. appearing in BRE Properties, Inc.'s Annual Report (Form 10-K) for the year
ended December 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such financial statements and schedule are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the Offered Securities as well as certain legal matters
described under "Federal Income Tax Considerations" will be passed upon for the
Company by Farella Braun & Martel LLP, San Francisco, California. Brown & Wood
LLP, San Francisco, California, will act as counsel for any underwriters or
agents.

44
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemized listing of expenses to be incurred by BRE
Properties, Inc. (the "Company") in connection with the issuance of the Offered
Securities being registered hereby, other than commissions (all amounts, other
than the SEC Registration Fee, are estimates):

<TABLE>
<S> <C>
SEC Registration Fee.............................................. $ 90,910
NYSE Listing Fee.................................................. 28,750
Printing and Engraving Costs...................................... 200,000
Legal Fees and Expenses........................................... 150,000
Blue Sky Fees and Expenses........................................ 20,000
Rating Agency Fees................................................ 25,000
Accounting Fees and Expenses...................................... 100,000
Miscellaneous..................................................... 5,340
---------
Total............................................................. $ 620,000
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As authorized by Section 2-418 of the General Corporation Law of the State
of Maryland (the "Maryland Corporation Law"), Article VI of the Company's Bylaws
provides that the Company shall indemnify any officer or director who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit, proceeding or investigation, whether civil, criminal or
administrative, and whether external or internal to the Company (other than an
action brought by or in the right of the Company) by reason of the fact that he
or she is or was an officer or director, against all expenses, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) actually and reasonably
incurred by the officer or director in connection with such action, suit,
proceeding or investigation, or any appeal therein. However, there will be no
such indemnification if it is established by adjudication that (i) the act or
omission of the director was material to the matter giving rise to the
proceeding and (A) was committed in bad faith or (B) was the result of active
and deliberate dishonesty; (ii) the officer or director actually received an
improper personal benefit in money, property or services; or (iii) with respect
to any criminal action or proceeding, the officer or director had no reasonable
cause to believe that his or her conduct was unlawful. Notwithstanding the
foregoing, an officer or director may receive indemnification where a court of
appropriate jurisdiction determines that such person is fairly and reasonably
entitled to indemnity for any expense, liability or loss which the court shall
deem proper; provided, however, that no indemnification for any liability or
loss (other than expenses) shall in any event be made to the extent that such
person has been adjudged to have actually received an improper personal benefit.
Article VI of the Articles provides that, to the fullest extent permitted by
law, no director or officer of the Company shall be personally liable to the
Company, any subsidiary thereof or any of its shareholders for money damages.

In addition, Article VI of the Company's Bylaws also provides that the
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed judicial action or suit
brought by or in the right of the Company to procure a judgment in its favor by
reason of the fact that such person is or was an officer or director, against
expenses (including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by such person in connection with the defense, settlement or
appeal of such action or suit, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that a court
of appropriate jurisdiction shall determine upon

II-1
<PAGE>

application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

The Company maintains a directors' and officers' insurance policy which
insures the directors and officers of the Company from claims arising out of an
alleged wrongful act by such persons in their respective capacities as directors
and officers of the Company, subject to certain exceptions.

The Company has entered into indemnification agreements with its directors
and officers.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement (1)
4.1 Amended and Restated Articles of Incorporation (4)
4.2 Bylaws (5)
4.3 Rights Agreement between the Registrant and Bank of America, N.T. & S.A., dated as of August 14, 1989
(6)
4.4 Supplement to Rights Agreement between the Registrant and Chemical Trust Company of California dated as
of July 30, 1992 (2)
4.5 Form of Senior Indenture
4.6 Form of Subordinated Indenture
4.7 Form of Senior Debt Security (1)
4.8 Form of Subordinated Debt Security (1)
4.9 Form of Common Stock Warrant Agreement and Form of Warrant (1)
4.10 Specimen Certificate for Common Shares
4.11 Form of Certificate for Preferred Shares (1)
4.12 Form of Articles Supplementary for Preferred Shares (1)
4.13 Form of Deposit Agreement and Depositary Receipt (1)
5 Opinion of Farella Braun & Martel LLP regarding the validity of the securities being registered (2)
8 Opinion of Farella Braun & Martel LLP regarding tax matters
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Farella Braun & Martel LLP (included as part of Exhibits 5 and 8)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (2)
25.1 Statement of Eligibility of the Senior Trustee on Form T-1 (3)
25.2 Statement of Eligibility of the Subordinated Trustee on Form T-1 (3)
</TABLE>

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

(1) To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein in connection with an offering of specific Offered
Securities.

(2) Filed previously.

(3) To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act
of 1939.

(4) Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report
on Form 8-K dated March 15, 1996.

II-2
<PAGE>
(5) Incorporated by reference to Exhibit 4.5 to the Registrant's Registration
Statement on Form S-4 (No. 33-65365), filed with the Securities and Exchange
Commission on December 22, 1995, as amended.

(6) Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated August 14, 1989.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference into this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission

II-3
<PAGE>
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
Subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on the 19th
day of February, 1997.

BRE PROPERTIES, INC.

By: /s/ LEROY E. CARLSON
-----------------------------------------
Leroy E. Carlson
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities indicated on the 19th day of February, 1997.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------- ----------------------------------------------
<C> <S>

/s/ JOHN MCMAHAN*
----------------------------------
John McMahan Director, Chairman of the Board

/s/ FRANK C. MCDOWELL*
---------------------------------- President, Chief Executive Officer and
Frank C. McDowell Director (Principal Executive Officer)

/s/ LEROY E. CARLSON Executive Vice President, Chief Financial
---------------------------------- Officer and Secretary (Principal Financial
LeRoy E. Carlson Officer and Principal Accounting Officer)

/s/ WILLIAM E. BORSARI*
----------------------------------
William E. Borsari Director

/s/ C. PRESTON BUTCHER*
----------------------------------
C. Preston Butcher Director

/s/ L. MICHAEL FOLEY*
----------------------------------
L. Michael Foley Director
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------- ----------------------------------------------
<C> <S>
/s/ ROGER P. KUPPINGER*
----------------------------------
Roger P. Kuppinger Director

/s/ MALCOM R. RILEY*
----------------------------------
Malcom R. Riley Director

/s/ GREGORY M. SIMON*
----------------------------------
Gregory M. Simon Director

/s/ ARTHUR G. VON THADEN*
----------------------------------
Arthur G. von Thaden Director

*By LEROY E. CARLSON
---------------------------------
ATTORNEY-IN-FACT
</TABLE>

II-6
<PAGE>
BRE PROPERTIES, INC.
EXHIBIT INDEX
TO REGISTRATION STATEMENT ON FORM S-3

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT LOCATION
- ----------- ------------------------------------------------------------------------------ ----------------------
<C> <S> <C>
4.5 Form of Senior Indenture...................................................... Contained herein

4.6 Form of Subordinated Indenture................................................ Contained herein

4.10 Specimen Certificate for Common Shares........................................ Contained herein

8 Opinion of Farella Braun & Martel LLP regarding tax matters................... Contained herein

12 Computation of Ratio of Earnings to Fixed Charges............................. Contained herein

23.2 Consent of Ernst & Young LLP.................................................. Contained herein
</TABLE>

<PAGE>

Exhibit 4.5

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

BRE PROPERTIES, INC.

[ ]
-------------------------

Trustee
----------------------------
Indenture

Dated as of , 1997
-----------

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

Senior Debt Securities

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

<PAGE>

TABLE OF CONTENTS

ARTICLE 1 - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. . . . . . 1
SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 102. Compliance Certificates and Opinions. . . . . . . . . . . . . .11
SECTION 103. Form of Documents Delivered to Trustee. . . . . . . . . . . . .11
SECTION 104. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . .12
SECTION 105. Notices, etc., to Trustee and Company . . . . . . . . . . . . .13
SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . .14
SECTION 107. Effect of Headings and Table of Contents. . . . . . . . . . . .15
SECTION 108. Successors and Assigns. . . . . . . . . . . . . . . . . . . . .15
SECTION 109. Separability Clause . . . . . . . . . . . . . . . . . . . . . .15
SECTION 110. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . .15
SECTION 111. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .15
SECTION 112. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . .15
ARTICLE TWO - SECURITIES FORMS . . . . . . . . . . . . . . . . . . . . . . . .16
SECTION 201. Forms of Debt Securities. . . . . . . . . . . . . . . . . . . .16
SECTION 202. Form of Trustee's Certificate of Authentication . . . . . . . .16
SECTION 203. Debt Securities Issuable in Global Form . . . . . . . . . . . .16
ARTICLE THREE - THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . .17
SECTION 301. Amount Unlimited; Issuable in Series. . . . . . . . . . . . . .17
SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . .21
SECTION 303. Execution, Authentication, Delivery and Dating. . . . . . . . .21
SECTION 304. Temporary Debt Securities . . . . . . . . . . . . . . . . . . .23
SECTION 305. Registration, Registration of Transfer and Exchange . . . . . .26
SECTION 306. Mutilated, Destroyed, Lost and Stolen Debt Securities . . . . .29
SECTION 307. Payment of Interest; Interest Rights Preserved. . . . . . . . .30
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . .33
SECTION 309. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . .33
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . .34
ARTICLE FOUR - SATISFACTION AND DISCHARGE. . . . . . . . . . . . . . . . . . .34
SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . .34
SECTION 402. Application of Trust Funds. . . . . . . . . . . . . . . . . . .35
ARTICLE FIVE - REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .35
SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . .35
SECTION 502. Acceleration of Maturity; Rescission and Annulment. . . . . . .37
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
SECTION 504. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . .39
SECTION 505. Trustee May Enforce Claims Without Possession of Debt
Securities or Coupons . . . . . . . . . . . . . . . . . . . . .40
SECTION 506. Application of Money Collected. . . . . . . . . . . . . . . . .40
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . .41
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium, if
any, Interest and Additional Amounts. . . . . . . . . . . . . .41
SECTION 509. Restoration of Rights and Remedies. . . . . . . . . . . . . . .41

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SECTION 510. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . .42
SECTION 511. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . .42
SECTION 512. Control by Holders of Debt Securities . . . . . . . . . . . . .42
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . .42
SECTION 514. Waiver of Usury, Stay or Extension Laws . . . . . . . . . . . .43
SECTION 515. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . .43
ARTICLE SIX - THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . .43
SECTION 601. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . .43
SECTION 602. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . .44
SECTION 603. Not Responsible for Recitals or Issuance of Debt Securities . .45
SECTION 604. May Hold Debt Securities. . . . . . . . . . . . . . . . . . . .45
SECTION 605. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . .45
SECTION 606. Compensation and Reimbursement. . . . . . . . . . . . . . . . .45
SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests.46
SECTION 608. Resignation and Removal; Appointment of Successor . . . . . . .46
SECTION 609. Acceptance of Appointment by Successor. . . . . . . . . . . . .48
SECTION 610. Merger, Conversion, Consolidation or succession to Business . .49
SECTION 611. Appointment of Authenticating Agent . . . . . . . . . . . . . .49
ARTICLE SEVEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
SECTION 701. Disclosure of Names and Addresses of Holders. . . . . . . . . .51
SECTION 702. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . .51
SECTION 703. Reports by Company. . . . . . . . . . . . . . . . . . . . . . .51
SECTION 704. Company to Furnish Trustee Names and Addresses of Holders . . .52
ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE . . . . . . .52
SECTION 801. Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions . . . . . .52
SECTION 802. Rights and Duties of Successor Corporation. . . . . . . . . . .53
SECTION 803. Officers' Certificate and Opinion of Counsel. . . . . . . . . .53
ARTICLE NINE - SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . .53
SECTION 901. Supplemental Indentures Without Consent of Holders. . . . . . .53
SECTION 902. Supplemental Indentures with Consent of Holders . . . . . . . .55
SECTION 903. Execution of Supplemental Indentures. . . . . . . . . . . . . .56
SECTION 904. Effect of supplemental Indentures . . . . . . . . . . . . . . .56
SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . .56
SECTION 906. Reference in Debt Securities to Supplemental Indentures . . . .56
ARTICLE TEN - COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .57
SECTION 1001. Payment of Principal, Premium, if any, Interest and Additional
Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . .57
SECTION 1002. Maintenance of Office or Agency. . . . . . . . . . . . . . . .57
SECTION 1003. Money for Debt Securities Payments to Be Held in Trust . . . .59
SECTION 1004. Aggregate Debt Test. . . . . . . . . . . . . . . . . . . . . .60
SECTION 1005. Debt Service Test. . . . . . . . . . . . . . . . . . . . . . .60
SECTION 1006. Secured Debt Test. . . . . . . . . . . . . . . . . . . . . . .61
SECTION 1007. Maintenance of Total Unencumbered Assets . . . . . . . . . . .61
SECTION 1008. Existence. . . . . . . . . . . . . . . . . . . . . . . . . . .61
SECTION 1009. Maintenance of Properties. . . . . . . . . . . . . . . . . . .61

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SECTION 1010. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . .62
SECTION 1011. Payment of Taxes and Other Claims. . . . . . . . . . . . . . .62
SECTION 1012. Provision of Financial Information . . . . . . . . . . . . . .62
SECTION 1013. Waiver of Certain Covenants. . . . . . . . . . . . . . . . . .63
ARTICLE ELEVEN - REDEMPTION OF SECURITIES. . . . . . . . . . . . . . . . . . .63
SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . . . . .63
SECTION 1102. Election to Redeem; Notice to Trustee. . . . . . . . . . . . .63
SECTION 1103. Selection by Trustee of Debt Securities to Be Redeemed . . . .63
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . .64
SECTION 1105. Deposit of Redemption Price. . . . . . . . . . . . . . . . . .65
SECTION 1106. Debt Securities Payable on Redemption Date . . . . . . . . . .66
SECTION 1107. Debt Securities Redeemed in Part . . . . . . . . . . . . . . .67
SECTION 1108. Conversion Arrangement on Call for Redemption. . . . . . . . .67
ARTICLE 12 - SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . .68
SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . . . . .68
SECTION 1202. Satisfaction of Sinking Fund Payments with Debt Securities . .68
SECTION 1203. Redemption of Debt Securities for Sinking Fund . . . . . . . .68
ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS. . . . . . . . . . . . .69
SECTION 1301. Applicability of Article . . . . . . . . . . . . . . . . . . .69
SECTION 1302. Repayment of Debt Securities . . . . . . . . . . . . . . . . .69
SECTION 1303. Exercise of Option . . . . . . . . . . . . . . . . . . . . . .69
SECTION 1304. When Debt Securities Presented for Repayment Become Due and
Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1305. Debt Securities Repaid in Part . . . . . . . . . . . . . . . .71
ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE. . . . . . . . . . . . .71
SECTION 1401. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasanc . . . . . . . . . . . . . . .71
SECTION 1402. Defeasance and Discharge . . . . . . . . . . . . . . . . . . .71
SECTION 1403. Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . .72
SECTION 1404. Conditions to Defeasance or Covenant Defeasance. . . . . . . .72
SECTION 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions. . . . . . . . . . . . .74
ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES. . . . . . . . . . . . . .75
SECTION 1501. Purposes for Which Meetings May Be Called. . . . . . . . . . .75
SECTION 1502. Call, Notice and Place of Meetings . . . . . . . . . . . . . .75
SECTION 1503. Persons Entitled to Vote at Meetings . . . . . . . . . . . . .76
SECTION 1504. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . .76
SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . .77
SECTION 1506. Counting Votes and Recording Action of Meetings. . . . . . . .78
ARTICLE SIXTEEN - CONVERSION OF SECURITIES . . . . . . . . . . . . . . . . . .80
SECTION 1601. Applicability of Article. . . . . . . . . . . . . . . . . . . .80
SECTION 1602. Right of Holders to Convert Securities into Common Shares . . .80
SECTION 1603. Issuance of Common Shares on Conversions. . . . . . . . . . . .81
SECTION 1604. No Payment or Adjustment for Interest or Dividends. . . . . . .82
SECTION 1605. Adjustment of Conversion Price. . . . . . . . . . . . . . . . .82
SECTION 1606. No Fractional Shares to be Issued . . . . . . . . . . . . . . .86
SECTION 1607. Preservation of Conversion Rights Upon Consolidation,
Merger, Sale or Conveyance. . . . . . . . . . . . . . . . . . .86
SECTION 1608. Notice to Holders of the Securities of a Series Prior to
Taking Certain Types of Action. . . . . . . . . . . . . . . . .87
SECTION 1609. Covenants to Reserve Shares for Issuance on Conversion of
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .88
SECTION 1610. Compliance with Governmental Requirements . . . . . . . . . . .88
SECTION 1611. Payment of Taxes Upon Certificates for Shares Issued Upon
Conversion. . . . . . . . . . . . . . . . . . . . . . . . . . .88
SECTION 1612. Trustee's Duties With Respect to Conversion Provisions. . . . .89
SECTION 1613. Conversion of Securities Into Preferred Stock . . . . . . . . .89

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BRE PROPERTIES, INC.

Reconciliation and tie between Trust Indenture Act of 1939
(the "1939 Act") and Indenture, dated as of January , 1997
----

1939 Act Section Indenture section

Section 310(a)(1). . . . . . . . . . . . . . . . . . . . . .607
(a)(2). . . . . . . . . . . . . . . . . . . . . .607
(b) . . . . . . . . . . . . . . . . . . . . . . .607, 608
Section 312(c) . . . . . . . . . . . . . . . . . . . . . . .701
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . .702
(c) . . . . . . . . . . . . . . . . . . . . . . .702
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . .703
(a)(4). . . . . . . . . . . . . . . . . . . . . .1012
(c)(1). . . . . . . . . . . . . . . . . . . . . .102
(c)(2). . . . . . . . . . . . . . . . . . . . . .102
(e) . . . . . . . . . . . . . . . . . . . . . . .102
Section 315(b) . . . . . . . . . . . . . . . . . . . . . . .601
Section 316(a) (last sentence) . . . . . . . . . . . . . . .101 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . . . .502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . .513
(b) . . . . . . . . . . . . . . . . . . . . . . .508
Section 317(a)(1). . . . . . . . . . . . . . . . . . . . . .503
(a)(2). . . . . . . . . . . . . . . . . . . . . .504
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . .111
(c) . . . . . . . . . . . . . . . . . . . . . . .111

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

Attention should also be directed to Section 318(c) of the 1939 Act, which
provides that the provisions of Sections 310 to and including 317 of the 1939
Act are a part of and govern every qualified indenture, whether or not
physically contained therein.

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<PAGE>

INDENTURE, dated as of ____________, 1997, between BRE PROPERTIES, INC., a
Maryland corporation (hereinafter called the "Company"), having its principal
office at One Montgomery Street, Telesis Tower, Suite 2500, San Francisco,
California 94104-5525, and __________, a _________________ organized and
existing under the laws of ______________, as Trustee hereunder (hereinafter
called the "Trustee"), having its Corporate Trust office at
____________________.

RECITALS OF THE COMPANY

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

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS. For all purposes of this Indenture, except as
otherwise expressly provided or 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 TIA, either
directly or by reference therein, have the meanings assigned to them
therein, and the terms "cash transaction" and "self-liquidating paper", as
used in TIA Section 311, shall have the meanings assigned to them in the
rules of the Commission adopted under the TIA;

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP; and

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<PAGE>

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

Certain terms used principally in Article Three, Article Five, Article Six
and Article Ten are defined in those Articles.

"ACQUIRED DEBT" means Debt of a Person (i) existing at the time such Person
is merged or consolidated with or into, or becomes a Subsidiary of, the Company
or (ii) assumed by the Company or any of its Subsidiaries in connection with the
acquisition of assets from such Person. Acquired Debt shall be deemed to be
incurred on the date the acquired Person is merged or consolidated with or into,
or becomes a Subsidiary of, the Company or the date of the related acquisition
as the case may be.

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

"ADDITIONAL AMOUNTS" means any additional amounts which are required by a
Debt Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

"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.

"ANNUAL DEBT SERVICE CHARGE" means, for any period of four consecutive
fiscal quarters the interest expense of the Company and its Subsidiaries for
such period (including, without duplication, (i) all amortization of debt
discount, (ii) all accrued interest, (iii) all capitalized interest and (iv)
the interest component of capitalized lease obligations), determined on a
consolidated basis in accordance with generally accepted accounting
principles.

"AUTHENTICATING AGENT" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

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

"BANKRUPTCY LAW" has the meaning specified in Section 501.

2
<PAGE>

"BEARER DEBT SECURITY" means any Debt Security established pursuant to
Section 201 which is payable to bearer.

"BOARD OF DIRECTORS" means the board of directors of the Company, the
executive committee or any committee of that board duly authorized to act
hereunder.

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

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

"CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or its
successor.

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

"COMMON SHARES" means, with respect to any Person, capital stock issued by
such Person other than Preferred Shares.

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

"COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written request
or order signed in the name of the Company by its Chairman of the Board, the
President or a Vice President, and by its Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

"CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE" for any period means
Consolidated Net Income of the Company and its Subsidiaries for such period,
plus amounts which have been deducted and minus amounts which have been added
for (without duplication) (i) interest expense on Debt, (ii) provision for
taxes based on income, (iii) amortization of debt discount and deferred
financing costs, (iv) provisions for gains and losses on properties, (v)
property depreciation and amortization, (vi) the effect of any non-cash items
resulting from a change in accounting principles in determining Consolidated
Net Income, and (vii) amortization of deferred charges, all determined on a
consolidated basis in accordance with generally accepted accounting
principles.

3
<PAGE>

"CONSOLIDATED NET INCOME" for any period means the amount of net income
(or loss) of the Company and its subsidiaries for such period, excluding
(without duplication) (i) gains and losses on sales of investments and
extraordinary items and (ii) the portion of net income (but not losses) of
the Company and its Subsidiaries allocable to minority interests in
unconsolidated Persons to the extent that cash dividends or distributions
have not actually been received by the Company or one of its Subsidiaries,
all determined on a consolidated basis in accordance with generally accepted
accounting principles.

"CONVERSION EVENT" means the cessation of use of (i) a Foreign currency
both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community (ii) the ECU both within the European
Monetary System and for the settlement of transactions by public institutions of
or within the European Communities or (iii) any currency unit (or composite
currency) other than the ECU for the purposes for which it was established.

"CORPORATE TRUST OFFICE" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at ________________________.

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

"COUPON" means any interest coupon appertaining to a Bearer security.

"CUSTODIAN" has the meaning specified in section 501.

"DEBT" means, with respect to any Person, any indebtedness of such Person,
whether or not contingent, in respect of (i) borrowed money or as evidenced by
bonds, notes, debentures or similar instruments, (ii) indebtedness secured by
any Lien on any property or asset owned by such Person, but only to the extent
of the lesser of (x) the amount of indebtedness so secured and (y) the fair
market value (determined in good faith by the board of directors of such Person
or, in the case of the Company or a Subsidiary, by the Company's Board of
Directors) of the property subject to such Lien, (iii) reimbursement
obligations, contingent or otherwise, in connection with any letters of credit
actually issued or amounts representing the balance deferred and unpaid of the
purchase price of any property except any such balance that constitutes an
accrued expense or trade payable or (iv) any lease of property by such Person as
lessee which is required to be reflected on such Person's balance sheet as a
capitalized lease in accordance with GAAP, and also includes, to the extent not
otherwise included, any obligation of such Person to be liable for, or to pay,
as obligor, guarantor or otherwise (other than for purposes of collection in the
ordinary course of business), Debt of the types referred to above of another
Person (it being understood that Debt shall be deemed to be incurred by such
Person whenever such Person shall create, assume, guarantee or otherwise become
liable in respect thereof.)

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<PAGE>

Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Debt Securities authenticated and delivered under
this Indenture, exclusive, however, of Debt Securities of any series as to which
such Person is not Trustee.

"DEFAULTED INTEREST" has the meaning specified in section 307.

"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.

"ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European communities.

"EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

"EUROPEAN COMMUNITIES" means the European Economic community, the European
Coal and Steel Community and the European Atomic Energy Community.

"EUROPEAN MONETARY SYSTEM" means the European Monetary system established
by the Resolution of December 5, 1978 of the Council of the European
Communities.

"EVENT OF DEFAULT" has the meaning specified in Article Five.

"FOREIGN CURRENCY" means any currency, currency unit or composite currency,
including, without limitation, the ECU, issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

"GAAP" means generally accepted accounting principles, as in effect from
time to time, as used in the United States applied on a consistent basis.

"GOVERNMENT OBLIGATIONS" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Debt Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the foreign
currency in which the Debt Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, PROVIDED that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government obligation or the

5
<PAGE>

specific payment of interest on or principal of the Government obligation
evidenced by such depository receipt.

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

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

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

"INTEREST" when used with respect to an Original Issue Discount Debt
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Debt Security
which provides for the payment of Additional Amounts pursuant to Section 1012,
includes such Additional Amounts.

"INTEREST PAYMENT DATE" when used with respect to any Debt Security, means
the Stated Maturity of an installment of interest on such Debt Security.

"LIEN" means any mortgage, deed of trust, lien, charge, pledge, security
interest or other encumbrance of any kind.

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

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<PAGE>

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board of Directors, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

"OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel
for the Company or who may be an employee of or other counsel for the Company
and who shall be satisfactory to the Trustee.

"ORIGINAL ISSUE DISCOUNT DEBT SECURITY" means any Debt Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

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

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

(ii) Debt Securities, or portions thereof, for whose payment or
redemption or repayment at the option of the Holder money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Debt Securities and any coupons appertaining thereto,
PROVIDED that, if such Debt 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) Debt Securities, except to the extent provided in Sections
1402 and 1403, with respect to which the Company has effected defeasance
and/or covenant defeasance as provided in Article Fourteen;

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

(v) Debt Securities converted into Common Shares or Preferred Shares
pursuant to or in accordance with this Indenture if the terms of such Debt
Securities provide for convertibility pursuant to Section 301;

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<PAGE>

an Original Issue Discount Debt Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Debt Security
denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section
301 as of the date such Debt Security is originally issued by the Company, of
the principal amount (or, in the case of an Original Issue Discount Debt
Security, the Dollar equivalent as of such date of original issuance of the
amount determined as provided in clause (i) above) of such Debt Security, (iii)
the principal amount of any Indexed Debt Security that may be counted in making
such determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Debt
Security at original issuance, unless otherwise provided with respect to such
Debt Security pursuant to Section 301, and (iv) Debt Securities owned by the
Company or any other obligor upon the Debt Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only securities which the
Trustee knows to be so owned shall be so disregarded. Debt 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 Debt Securities and that the pledgee is not the Company
or any other obligor upon the Debt Securities or any Affiliate of the Company or
of such other obligor.

"PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any securities or coupons on
behalf of the Company.

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

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

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

"PREFERRED SHARES" means, with respect to any Person, capital stock issued
by such Person that is entitled to a preference or priority over any other
capital stock issued by such Person upon any distribution of such Person's
assets, whether by dividend or upon liquidation.

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<PAGE>

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

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

"REGISTERED DEBT SECURITY" shall mean any Debt Security which is registered
in the Debt Security Register.

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

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

"REPAYMENT PRICE" means, when used with respect to any Debt Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

"RESPONSIBLE OFFICER", when used with respect to the Trustee, means the
chairman or vice-chairman of the board of directors, the chairman or vice-
chairman of the executive committee of the board of directors, the president,
any vice president (whether or not designated by a number or a word or words
added before or after the title "vice president"), the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers.

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 305.

"SIGNIFICANT SUBSIDIARY" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X promulgated
under the Securities Act of 1933 as in effect on January 1, 1996) of the
Company.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Debt Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

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

"SUBSIDIARY" means (i) a corporation a majority of whose voting stock is at
the time, directly or indirectly, owned by the Company, by the Company and one
or more of its Subsidiaries, or by one or more Subsidiaries of the Company, and
(ii) any Person (other than a corporation) a majority of whose equity interests
are at one time, directly or indirectly, owned by

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<PAGE>

the Company, by the Company and one or more of its Subsidiaries, or by one or
more Subsidiaries of the Company.

"TOTAL ASSETS" means the sum of (without duplication) (i) Undepreciated
Real Estate Assets and (ii) all other assets (excluding accounts receivable and
intangibles) of the Company and its Subsidiaries, all determined on a
consolidated basis in accordance with generally accepted accounting principles.

"TOTAL UNENCUMBERED ASSETS" means the sum of (without duplication) (i)
those Undepreciated Real Estate Assets that are not subject to a Lien
securing Debt and (ii) all other assets (excluding accounts receivable and
intangibles) of the Company and its Subsidiaries not subject to a Lien securing
Debt, all determined on a consolidated basis in accordance with generally
accepted accounting principles.

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

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

"UNDEPRECIATED REAL ESTATE ASSETS" means as of any date the cost (original
cost plus capital improvements) of real estate assets of the Company and its
Subsidiaries on such date, before depreciation and amortization, all determined
on a consolidated basis in accordance with generally accepted accounting
principles.

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

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

"UNSECURED DEBT" means Debt of the Company or any of its Subsidiaries which
is not secured by a Lien or any property or assets of the Company or any of its
Subsidiaries.

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

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<PAGE>

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture 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 with respect to compliance with a condition or
covenant provided for in this Indenture (including certificates delivered
pursuant to Section 1011) shall include:

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

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

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

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

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

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

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<PAGE>

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

SECTION 104. ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the outstanding Debt Securities of all series or
one or more series, as the case may be, may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in
person or by agents duly appointed in writing. If Debt Securities of a series
are issuable as Bearer Debt Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Debt Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of Debt
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Debt Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Debt Security, shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the Company
and any agent of the Trustee or the Company, if made in the manner provided in
this Section. The record of any meeting of Holders of Debt Securities shall be
proved in the manner provided in Section 1506.

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

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<PAGE>

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

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

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

SECTION 105. 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 Administration], or

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<PAGE>

office specified in the first paragraph of this indenture or at any other
address previously furnished in writing to the Trustee by the Company.

SECTION 106. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for
notice of any event to Holders of Registered Debt Securities by the Company or
the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Debt Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice, to Holders of Registered Debt Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Debt Securities or the sufficiency of any notice to
Holders of Bearer securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

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

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

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

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

Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such

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<PAGE>

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

SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

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

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

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

SECTION 111. GOVERNING LAW. This Indenture and the Debt Securities and
coupons shall be governed by and construed in accordance with the law of the
State of California. This Indenture is subject to the provisions of the TIA
that are required to be part of this indenture and shall, to the extent
applicable, be governed by such provisions.

SECTION 112. LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Debt Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any Debt
Security or coupon other than a provision in the Debt Securities of any series
which specifically states that such provision shall apply in lieu hereof),
payment of interest or any Additional Amounts or principal (and premium, 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, Redemption Date, Repayment Date
or sinking fund payment date, or at the Stated Maturity or Maturity, PROVIDED
that no interest shall accrue on the amount so payable for the period from and
after such interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.

ARTICLE TWO
SECURITIES FORMS

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<PAGE>

required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Debt Securities may be listed, or to conform to usage.

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

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

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to
Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

[ ,] as Trustee
-------------------

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

SECTION 203. DEBT SECURITIES ISSUABLE IN GLOBAL FORM. If Debt Securities
of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (8) of Section 301 and the
provisions of Section 302, any such Debt Security shall represent such of the
Outstanding Debt Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Debt
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Debt Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Debt Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Debt Securities represented
thereby, shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any security in permanent global form in the manner and
upon instructions given by the Person or persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been or is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Debt Security in global form shall be
in writing but need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel.

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<PAGE>

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

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

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

ARTICLE THREE
THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Debt Securities which may be authenticated and delivered
under this Indenture is unlimited.

The Debt Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of Debt
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (15) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Debt Securities of the series when issued from time to time):

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(18) the Person to whom any interest on any Registered Debt Security
of the series shall be payable, if other than the Person in whose name that
Debt Security (or one or more Predecessor Debt 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 Debt
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 Debt Security on an Interest Payment
Date will be paid if other than in the manner provided in Section 304;

(19) the applicability, if any, of Sections 1402 and/or 1403 to the
Debt Securities of the series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Article Fourteen;

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

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

(22) whether and under what circumstances the Company will pay
Additional Amounts as contemplated by Section 1013 on the Debt Securities
of the series to any Holder who is not a United States person (including
any modification to the definition of such term) in respect of any tax,
assessment or governmental charge and, if so, whether the Company will have
the option to redeem such Debt Securities rather than pay such Additional
Amounts (and the terms of any such option);

(23) the obligation, if any, of the Company to permit the conversion
of the Debt Securities of such series into the Company's Common Shares or
Preferred Shares (and the class thereof), as the case may be, and the terms
and conditions upon which such conversion shall be effected (including,
without limitation, the initial conversion price or rate, the conversion
period, any adjustment of the applicable conversion price and any
requirements relative to the reservation of such shares for purposes of
conversion; and

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

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All Debt Securities of any one series and the coupons appertaining to any
Bearer Debt Securities of such series shall be substantially identical except,
in the case of Registered Debt Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 303) and set forth in such Officers' Certificate or in any such
indenture supplemental hereto. All Debt Securities of any one series need not
be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
securities of such series.

If any of the terms of the Debt Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of the Debt
Securities of such series.

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

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Debt
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman of the Board, its President or one of its Vice
Presidents and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Debt Securities and coupons may be
manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Debt Securities.

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

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CEDEL, as the case may be, in the form set forth in Exhibit A-1 to this
Indenture or such other certificate as may be specified with respect to any
series of Debt Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Debt Security is delivered
and the date on which any temporary Debt Security first becomes exchangeable for
such Bearer Debt Security in accordance with the terms of such temporary Debt
Security and this Indenture. If any Debt Security shall be represented by a
permanent global Bearer Debt Security, then, for purposes of this Section and
Section 304, the notation of a beneficial owner's interest therein upon original
issuance of such Debt Security or upon exchange of a portion of a temporary
global Debt Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner's interest in such permanent global
Debt Security. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Debt Security unless all appurtenant coupons
for interest then matured have been detached and canceled.

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

(i) an Opinion of Counsel stating that

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

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

(c) such Debt Securities, together with any coupons appertaining
thereto, when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in
accordance with this Indenture, authenticated and delivered by the
Trustee in accordance with this Indenture and issued by the Company in
the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding obligations of the
Company, enforceable in accordance with their terms, except as limited
by any applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or affecting the enforcement of creditors'
rights generally and general equitable principles; and

(ii) an Officers' Certificate stating that all conditions precedent
provided for in this Indenture relating to the issuance of the Debt
Securities have been complied with and that, to the best of the knowledge
of the signers of such certificate, no Event of Default with respect to any
of the Debt Securities shall have occurred and be continuing.

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If such form or terms have been so established, the Trustee shall not be
required to authenticate such Debt Securities if the issue of such Debt
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties, obligations or immunities under the Debt Securities and this Indenture
or otherwise in a manner which is not reasonably acceptable to the Trustee.

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

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

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

SECTION 304. TEMPORARY DEBT SECURITIES. (a) Pending the preparation of
definitive Debt Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Debt
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 Debt Securities may determine,
as conclusively evidenced by their execution of such Debt Securities. In the
case of Debt Securities of any series, such temporary securities may be in
global form.

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preparation of definitive Debt Securities of such series, the temporary Debt
Securities of such series shall be exchangeable for definitive Debt
Securities of such series upon surrender of the temporary Debt Securities of
such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Debt Securities of any series (accompanied by
any non-matured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Debt Securities of the same series of
authorized denominations; PROVIDED, HOWEVER, that no definitive Bearer Debt
Security shall be delivered in exchange for a temporary Registered Debt
Security; and PROVIDED FURTHER that a definitive Bearer Debt Security shall
be delivered in exchange for a temporary Bearer Debt Security only in
compliance with the conditions set forth in Section 303. Until so exchanged,
the temporary Debt Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Debt Securities of
such series.

(b) Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(b) shall govern the exchange of temporary Debt Securities issued in
global form other than through the facilities of The Depository Trust Company.
If any such temporary Debt Security is issued in global form, then such
temporary global Debt Security shall, unless otherwise provided therein, be
delivered to the London office of a depository or common depository (the "Common
Depository"), for the benefit of Euroclear and CEDEL, for credit to the
respective accounts of the beneficial owners of such Debt 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
Debt Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Debt Securities, in aggregate principal amount equal to the principal
amount of such temporary global Debt Security, executed by the Company. On or
after the Exchange Date, such temporary global Debt Security shall be
surrendered by the Common Depository to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Debt Securities without charge, and the Trustee shall authenticate
and deliver, in exchange for each portion of such temporary global Debt
Security, an equal aggregate principal amount of definitive Debt Securities of
the same series of authorized denominations and of like tenor as the portion of
such temporary global Debt Security to be exchanged. The definitive Debt
Securities to be delivered in exchange for any such temporary global Debt
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; PROVIDED, HOWEVER, that, unless
otherwise specified in such temporary global Debt Security, upon such
presentation by the Common Depository, such temporary global Debt Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Debt Security
held for its account then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by CEDEL as to the portion of such
temporary global Debt Security held for its account then to be exchanged, each
in the form set forth in Exhibit A-2 to this Indenture or in such other form as
may be established pursuant to Section 301; and PROVIDED FURTHER that definitive
Bearer Debt Securities shall be delivered in exchange for a portion of a
temporary global Debt Security only in compliance with the requirements of
Section 303.

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

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

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Company if originally paid by the Company. The Trustee shall be under no duty
to make any inquiry of either Euroclear or CEDEL as to whether any such interest
remains unpaid.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Debt Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the "Debt Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Debt Securities and of transfers of
Registered Debt Securities. The Debt Security Register shall be in written form
or any other form capable of being converted into written form within a
reasonable time. The Trustee, at its Corporate Trust office, is hereby
initially appointed "Debt Security Registrar" for the purpose of registering
Registered Debt Securities and transfers of Registered Debt Securities on such
Debt Security Register as herein provided. In the event that the Trustee shall
cease to be Debt Security Registrar, it shall have the right to examine the Debt
Security Register at all reasonable times.

Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Debt Security of any series at any
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Debt Securities of the same series, of any authorized denominations and of a
like aggregate principal amount, bearing a number not contemporaneously
outstanding, and containing identical terms and provisions.

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

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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 Debt
Security shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the portion of such payment equal to the face amount of
such surrendered coupon, PROVIDED, HOWEVER, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable
only upon presentation and surrender of those coupons at an office or agency
located outside the United States. Notwithstanding the foregoing, in case a
Bearer Debt Security of any series is surrendered at any such office or
agency in a permitted exchange for a Registered Debt 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 Debt
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 Debt Security issued in exchange for such Bearer
Debt Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture. Whenever any Debt
Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Debt Securities which the
Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Debt Security shall be
exchangeable only as provided in this paragraph. If the depository for any
permanent global Debt Security is The Depository Trust Company ("DTC") ,
then, unless the terms of such global Debt Security expressly permit such
global Debt Security to be exchanged in whole or in part for definitive Debt
Securities, a global Debt Security may be transferred, in whole but not in
part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a
successor to DTC for such global Debt Security selected or approved by the
Company or to a nominee of such successor to DTC. If at any time DTC
notifies the Company that it is unwilling or unable to continue as depository
for the applicable global Debt Security or Debt Securities or if at any time
DTC ceases to be a clearing agency registered under the Securities Exchange
Act of 1934 if so required by applicable law or regulation, the Company shall
appoint a successor depository with respect to such global Debt Security or
Debt Securities if (x) a successor depository for such global Debt Security
or Debt Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, (y) an
Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of Debt
Securities represented by such global Debt Security or Debt Securities advise
DTC to cease acting as depository for such global Debt Security or securities
or (z) the Company, in its sole discretion, determines at any time that all
Outstanding Debt Securities (but not less than all) of any series issued or
issuable in the form of one or more global Debt Securities shall no longer be
represented by such global Debt Security or securities, then the Company
shall execute, and the Trustee shall authenticate and deliver, definitive
Debt Securities

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of like series, rank, tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such global Debt Security
or Debt Securities. If any beneficial owner of an interest in a permanent
global Debt Security is otherwise entitled to exchange such interest for Debt
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global Debt
Security shall have been given, then without unnecessary delay but in any
event not later than the earliest date on which such interest may be so
exchanged, the Company shall execute, and the Trustee shall authenticate and
deliver, definitive Debt Securities in aggregate principal amount equal to
the principal amount of such beneficial owner's interest in such permanent
global Debt Security. On or after the earliest date on which such interests
may be so exchanged, such permanent global Debt Security shall be surrendered
for exchange by DTC or such other depository as shall be specified in the
Company Order with respect thereto to the Trustee, as the Company's agent for
such purpose; PROVIDED, HOWEVER, that no such exchanges may occur during a
period beginning at the opening of business 15 days before any selection of
Debt Securities to be redeemed and ending on the relevant Redemption Date if
the Debt Security for which exchange is requested may be among those selected
for redemption; and PROVIDED FURTHER that no Bearer Debt Security delivered
in exchange for a portion of a permanent global Debt Security shall be mailed
or otherwise delivered to any location in the United States. If a Registered
Debt Security is issued in exchange for any portion of a permanent global
Debt 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 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 Debt 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 Debt Security is payable in accordance with the provisions of this
Indenture.

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

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

No service charge shall be made for any registration of transfer or
exchange of Debt 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 Debt Securities,
other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving
any transfer.

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

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES. If
any mutilated Debt Security or a Debt Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Debt Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Debt Security.

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

Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Debt Security or coupon has become or
is about to become due and payable, the company in its discretion may, instead
of issuing a new Debt Security, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Debt Security or to the Debt
Security to which such destroyed, lost or stolen coupon appertains, pay such
Debt Security or coupon; PROVIDED, HOWEVER, that payment of principal of (and
premium, if any), any interest on and any Additional Amounts with respect to,
Bearer Debt Securities shall,

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except as otherwise provided in Section 1002, be payable only at an office or
agency located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Debt Securities shall be
payable only upon presentation and surrender of the coupons appertaining
thereto.

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

Every new Debt Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security,
or in exchange for a Debt 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 Debt Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt 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 Debt Securities or coupons.

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise specified with respect to a series of Debt Securities in accordance
with the provisions of Section 301, interest on any Registered Debt Security
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Debt Security (or
one or more Predecessor Debt Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
company maintained for such purpose pursuant to Section 1002; PROVIDED, HOWEVER,
that each installment of interest on any Registered Debt Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Debt Security Register or
(ii) transfer to an account maintained by the payee located inside the United
States.

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

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

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

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

(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Debt Securities of such series
(or their respective Predecessor Debt 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 Debt Security of such
series and the date of the proposed payment (which shall not be less-than
20 days after such notice is received by the Trustee), and at the same time
the Company shall deposit with the Trustee an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Debt Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Debt Securities of
such series) equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Registered Debt Securities of such series at his address as it
appears in the Debt Security Register not less than 10 days prior to such
Special Record Date. The Trustee may, in its discretion, in the name and
at the expense of the Company, cause a similar notice to be published at
least once in an Authorized Newspaper in each Place of Payment, but such
publications shall not be a condition precedent to the establishment of
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose

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names the Registered Debt Securities of such series (or their respective
Predecessor Debt Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following clause (2). In case a Bearer Debt Security of any series is
surrendered at the office or agency in a Place of Payment for such series
in exchange for a Registered Debt Security of such series after the close
of business at such office or agency on any Special Record Date and before
the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Debt Security shall be
surrendered without the coupon relating to such proposed date of payment
and Defaulted Interest will not be payable on such proposed date of payment
in respect of the Registered Debt Security issued in exchange for such
Bearer Debt Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

(2) The Company may make payment of any Defaulted Interest on the
Registered Debt Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Debt 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 305, each
Debt Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Debt Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Debt Security.

SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Debt 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 Debt Security is registered as the owner of such Debt Security
for the purpose of receiving payment of principal of (and premium, if any), and
(subject to Sections 305 and 307) interest on, such Registered Debt Security and
for all other purposes whatsoever, whether or not such Registered Debt Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

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

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

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

SECTION 309. CANCELLATION. All Debt Securities and coupons surrendered
for payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Debt Securities and coupons surrendered directly to the Trustee for
any such purpose shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Debt 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 Debt Securities previously
authenticated hereunder which the company has not issued and sold, and all Debt
Securities so delivered shall be promptly canceled by the Trustee. If the
Company shall so acquire any of the Debt Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Debt Securities unless and until the same are surrendered to
the Trustee for cancellation. No Debt Securities shall be authenticated in lieu
of or in exchange for any Debt Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. Canceled Debt Securities and
coupons held by the Trustee shall be destroyed by the Trustee and the Trustee
shall deliver a certificate of such destruction to the Company, unless by a
Company order the Company directs their return to it.

SECTION 310. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 301 with respect to Debt Securities of any series,
interest on the Debt Securities of each series shall be computed on the basis of
a 360-day year consisting of twelve 30-day months.

ARTICLE FOUR
SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Debt Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Debt Securities of
such series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1013), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

(1) either

(A) all Debt Securities of such series theretofore authenticated
and delivered and all coupons, if any, appertaining thereto (other
than (i) coupons

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

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

(i) have become due and payable, or

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

(iii) if redeemable at the option of the Company, are to
be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the
Company, and the Company, in the case of (i), (ii) or (iii)
above, has irrevocably deposited or caused to be deposited with
the Trustee as trust funds in trust for the purpose an amount in
the currency or currencies, currency unit or units or composite
currency or currencies in which the Debt Securities of such
series are payable, sufficient to pay and discharge the entire
indebtedness on such Debt Securities and such coupons not
theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, and any Additional
Amounts with respect thereto, to the date of such deposit (in the
case of Debt 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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the

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

SECTION 402. APPLICATION OF TRUST FUNDS. Subject to the provisions of the
last paragraph of Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Debt 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 and
Additional Amounts for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds
except to the extent required by law.

ARTICLE FIVE
REMEDIES

SECTION 501. EVENTS OF DEFAULT. "Event of Default", wherever used herein
with respect to any particular series of Debt Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

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

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

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

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture with respect to any Debt Security
of that series (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least
25% in principal amount of the Outstanding Debt 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) if any event of default under any bond, debenture, note or other
evidence of indebtedness of the Company (including an event of default with
respect to any other series of securities), or under any mortgage,
indenture or other instrument of the

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Company under which there may be issued or by which there may be secured
or evidenced any indebtedness of the Company (or by any Subsidiary, the
repayment of which the Company has guaranteed or for which the Company
is directly responsible or liable as obligor or guarantor), whether such
indebtedness now exists or shall hereafter be created, shall happen and
shall result in an aggregate principal amount exceeding $20,000,000
becoming or being declared due and payable prior to the date on which
it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been waived, rescinded
or annulled, within a period of 10 days after there shall have been given,
by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 10% in principal amount
of the Outstanding Debt Securities of that series a written notice
specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be rescinded or
annulled and stating that such notice is a "Notice of Default" hereunder.
Subject to the provisions of Section 601, the Trustee shall not be deemed
to have knowledge of such default unless either (A) a Responsible officer
of the Trustee shall have actual knowledge of such default or (B) the
Trustee shall have received written notice thereof from the Company,
from any Holder, from the holder of any such indebtedness or from the
trustee under any such mortgage, indenture or other instrument; or

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

(A) commences a voluntary case,

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

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

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

(A) is for relief against the Company or any Significant
Subsidiary of the Company in an involuntary case,

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

and the order or decree remains unstayed and in effect for 90 days; or

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

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

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Debt Securities of any series at the time
outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of that series may declare the principal (or, if any Debt Securities
are Original Issue Discount Debt Securities or Indexed Debt Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Debt Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof shall become
immediately due and payable.

At any time after such a declaration of acceleration with respect to Debt
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 Debt Securities of that series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if:

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay in the currency, currency unit or composite currency in
which the Debt Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Debt Securities of such series):

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

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

(C) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest and any Additional
Amounts at the rate or rates borne by or provided for in such Debt
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 Debt Securities of that
series, other than the nonpayment of the principal of (or premium, if any)
or interest on Debt

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Securities of that series which have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 513.

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

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

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

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

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

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

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

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Trustee (irrespective of whether the principal of the Debt Securities of any
series shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any
demand on the Company for the payment of overdue principal, premium, if any,
or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

(i) to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Debt Securities of such series, of
principal (and premium, if any) and interest and Additional Amounts, if
any, owing and unpaid in respect of the Debt Securities and to file such
other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and of the Holders allowed in such judicial proceeding,
and
(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Debt Securities of such series 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, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

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

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
SECURITIES OR COUPONS. All rights of action and claims under this Indenture or
any of the Debt Securities or coupons may be prosecuted and enforced by the
Trustee without the possession of any of the Debt Securities or coupons or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the securities and coupons in respect of which such judgment has been
recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest and any
Additional Amounts, upon presentation of the Debt Securities or

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<PAGE>

coupons, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

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

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

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

SECTION 507. LIMITATION ON SUITS. No Holder of any Debt Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

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

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

(3) such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to the Trustee 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 Debt Securities of that series;

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM,
IF ANY, INTEREST AND ADDITIONAL AMOUNTS. Notwithstanding any other provision in
this Indenture, the Holder of any Debt Security or coupon shall have the right
which is absolute and unconditional

40
<PAGE>

to receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Debt Security or payment of such coupon on the respective due dates
expressed in such Debt Security or coupon (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

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

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

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

SECTION 512. CONTROL BY HOLDERS OF DEBT SECURITIES. The Holders of not
less than a majority in principal amount of the Outstanding Debt 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 Debt Securities
of such series, PROVIDED that

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

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

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<PAGE>

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

SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the outstanding Debt Securities of any series
may on behalf of the Holders of all the Debt Securities of such series and any
related coupons waive any past default hereunder with respect to such series and
its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or
interest on or Additional Amounts payable in respect of any Debt Security
of such series or any related coupons, or

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

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

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

SECTION 515. UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Debt Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Debt Security on or after the respective Stated Maturities expressed in
such Debt Security (or, in the case of redemption, on or after the Redemption
Date).

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<PAGE>

ARTICLE SIX
THE TRUSTEE

SECTION 601. NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Debt Securities of any series, the
Trustee shall transmit, in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; PROVIDED, HOWEVER, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on or any Additional Amounts with respect to any Debt Security of such
series, or in the payment of any sinking fund installment with respect to the
Debt Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as Responsible Officers of the Trustee in good faith
determine, that the withholding of such notice is in the interests of the
Holders of the Debt Securities and coupons of such series; and PROVIDED FURTHER
that in the case of any default or breach of the character specified in section
501(4) with respect to the Debt Securities and coupons of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to the securities of such series.

SECTION 602. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of TIA
Section 315(a) through 315(d):

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

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

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

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

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<PAGE>

(5) 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 Debt Securities of any series or any related
coupons pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity reasonably satisfactory to the Trustee
against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;

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

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

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

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

Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

SECTION 603. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES.
The recitals contained herein and in the Debt Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debt Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Debt
Securities and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Debt Securities or the proceeds thereof.

SECTION 604. MAY HOLD DEBT SECURITIES. The Trustee, any Paying Agent,
Debt Security Registrar, Authenticating Agent or any other agent of the Company,
in its individual or any other capacity, may become the owner or pledgee of Debt
Securities and coupons and,

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<PAGE>

subject to TIA Sections 310(b) and 311, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Paying Agent, Debt
Security Registrar, Authenticating Agent or such other agent.

SECTION 605. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The 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 606. COMPENSATION AND REIMBURSEMENT. The Company agrees:

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

(2) except as otherwise expressly provided herein, to reimburse each
of the Trustee and 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
reasonable compensation and the expenses and disbursements of its agents
and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

(3) to indemnify each of 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 own 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 501(6) or Section 501(7), 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
other similar law.

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

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

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the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

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

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

(d) If at any time:

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

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all Debt
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Debt Security
who has been a bona fide Holder of a Debt 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 Debt
Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Debt Securities of one or more series, the Company, by or pursuant to a
Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debt Securities of that or those series (it being

<PAGE>

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

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

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

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<PAGE>

retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee;
and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt 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 Debt 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 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Debt Securities or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Debt Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such securities or coupons. In case any securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Debt Securities or coupons,
in either its own name or that of its predecessor Trustee, with the full force
and effect which this Indenture provides for the certificate of authentication
of the Trustee.

SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any of
the securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Debt Securities which
shall be authorized to act on behalf of the Trustee to authenticate Debt
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof, and Debt Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if

<PAGE>

authenticated by the Trustee hereunder. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible officer of the
Trustee, a copy of which instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication
and delivery of Debt Securities by the Trustee or the Trustee's certificate
of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the
United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision
or examination by Federal or state authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In case at
any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this section.

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

An Authenticating Agent for any series of Debt Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Debt Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Debt Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

<PAGE>

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

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

[____________________], as Trustee

By: ----------------------------------,
as Authenticating Agent

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

ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every
Holder of Debt Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Debt
Security Registrar shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders of Debt
Securities in accordance with TIA Section 312, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made
under TIA Section 312(b).

SECTION 702. REPORTS BY TRUSTEE. Within 60 days after May 15 of each
year commencing with the first May 15 after the first issuance of Debt
Securities pursuant to this Indenture, the Trustee shall transmit by mail to
all Holders of Debt Securities as provided in TIA Section 313 (c) a brief
report dated as of such May 15 if required by TIA Section 313(a).

SECTION 703. REPORTS BY COMPANY. The Company will:

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

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from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required
pursuant to Section 13 of the Securities Exchange Act of 1934
in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and
regulations;

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

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

SECTION 704. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee:

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

(b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, PROVIDED, HOWEVER, that, so long as the Trustee is the Debt
Security Registrar, no such list shall be required to be furnished.

ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

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respect of, all of the outstanding Debt Securities, according to their tenor,
and the due and punctual performance and observance of all of the other
covenants and conditions contained in the outstanding Debt Securities and
this Indenture and (ii) immediately after giving effect to such transaction
and treating any Debt (including Acquired Debt) which becomes an obligation
of the Company or any of its Subsidiaries as a result thereof as having been
incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or the lapse of time,
or both, would become an Event of Default, shall have occurred and be
continuing. In the event that the Company is not the continuing corporation,
then, for purposes of clause (ii) of the preceding sentence, the successor
corporation shall be deemed to be the "Company" referred to in such clause
(ii).

SECTION 802. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any
such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Debt Securities. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of the Company, any or all of the Debt Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor corporation,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Debt Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Debt
Securities which such successor corporation thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Debt Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Debt Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Debt Securities had been
issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance, such
changes in phraseology and form (but not in substance) may be made in the
securities thereafter to be issued as may be appropriate.

SECTION 803. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL. Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers' Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor corporation,
complies with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.

ARTICLE NINE
SUPPLEMENTAL INDENTURES

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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 Debt Securities contained; or

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

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

(4) to add to or change any of the provisions of this Indenture to
provide that Bearer Debt Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Debt Securities, to permit Bearer Debt
Securities to be issued in exchange for Registered Debt Securities, to
permit Bearer Debt Securities to be issued in exchange for Bearer Debt
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 Debt 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 Debt Securities; or

(7) to establish the form or terms of Debt Securities of any series
and any related coupons as permitted by Sections 201 and 301, including the
provisions and procedures relating to Debt Securities convertible into
Common Shares or Preferred Shares, as the case may be; or

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

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

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

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Debt Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of Debt
Securities and any related coupons under this Indenture; PROVIDED, HOWEVER, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security affected thereby:

(1) change the Stated Maturity of the principal of (or premium,if
any, on) or any installment of principal of or interest on, any Debt
Security; or reduce the principal amount thereof or the rate or amount of
interest thereon or any Additional Amounts payable in respect thereof, or
any premium payable upon the redemption thereof, or change any obligation
of the Company to pay Additional Amounts pursuant to Section 1013 (except
as contemplated by Section 801 and permitted by Section 901), or reduce the
amount of the principal of an original Issue Discount Debt Security that
would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, or adversely affect any right of
repayment at the option of the Holder of any Debt Security, or change any
Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, any Debt Security or
any premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption or repayment at the
option of the Holder, on or after the Redemption Date or the Repayment
Date, as the case may be), or

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

(3) modify any of the provisions of this Section, Section 513 or
Section 1013, except to increase the percentage required to effect such
action or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding
Debt Security affected thereby.

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

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

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

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Debt Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

SECTION 906. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.
Debt 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 Debt 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

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prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Debt Securities of such series.

ARTICLE TEN
COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND
ADDITIONAL AMOUNTS. The Company covenants and agrees for the benefit of the
Holders of each series of Debt Securities that it will duly and punctually pay
the principal of (and premium, if any) and interest on and any Additional
Amounts payable in respect of the Debt Securities of that series in accordance
with the terms of such series of Debt Securities, any coupons appertaining
thereto and this Indenture. Unless otherwise specified as contemplated by
Section 301 with respect to any series of Debt Securities, any interest due on
and any Additional Amounts payable in respect of Bearer Debt Securities on or
before Maturity, other than Additional Amounts, if any, payable as provided in
Section 1013 in respect of principal of (or premium, if any, on) such a Debt
Security, shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. Unless otherwise specified with respect to Debt Securities of
any series pursuant to Section 301, at the option of the Company, all payments
of principal may be paid by check to the registered Holder of the Registered
Debt Security or other person entitled thereto against surrender of such Debt
Security.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. If Debt Securities of a
series are issuable only as Registered Debt Securities, the Company shall
maintain in each Place of Payment for any series of Debt Securities an office or
agency where Debt Securities of that series may be presented or surrendered for
payment or conversion, where Debt Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Debt Securities of that series and this
Indenture may be served. If Debt Securities of a series are issuable as Bearer
securities, the Company will maintain: (A) in [The Borough of Manhattan, City of
New York], an office or agency where any Registered Debt Securities of that
series may be presented or surrendered for payment or conversion, where any
Registered Debt Securities of that series may be surrendered for registration of
transfer, where Debt Securities of that series may be surrendered for exchange,
where notices and demands to or upon the Company in respect of the Debt
Securities of that series and this Indenture may be served and where Bearer Debt
Securities of that series and related coupons may be presented or surrendered
for payment or conversion in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Debt Securities of that series and
related coupons may be presented and surrendered for payment (including payment
of any Additional Amounts payable on Debt Securities of that series pursuant to
Section 1013) or conversion; PROVIDED, HOWEVER, that if the Debt Securities of
that series are listed on 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 Debt Securities of
that series in Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Debt Securities of that series are
listed on such exchange; and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United States
an

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office or agency where any Registered Debt Securities of that series may be
surrendered for registration of transfer, where Debt Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Debt Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust office of the Trustee, except that Bearer Debt 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 1013) or conversion at the offices specified in
the Debt Security, in [London, England], and the Company hereby appoints the
same as its agent to receive such respective presentations, surrenders, notices
and demands, and the Company hereby appoints the Trustee its agent to receive
all such presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Debt Securities pursuant to
Section 301, no payment of principal, premium or interest on or Additional
Amounts in respect of Bearer Debt Securities shall be made at any office or
agency of the Company in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a bank located in
the United States; PROVIDED, HOWEVER, that, if the Debt Securities of a series
are payable in Dollars, payment of principal of and any premium and interest on
any Bearer Debt Security (including any Additional Amounts payable in respect of
Debt Securities of such series pursuant to Section 1013) shall be made at the
office of the Company's Paying Agent in [The Borough of Manhattan, 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 from time to time designate one or more other offices or
agencies where the Debt Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Debt
Securities of any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. Unless otherwise
specified with respect to any Debt Securities pursuant to Section 301 with
respect to a series of Debt Securities, the Company hereby designates as a Place
of Payment for each series of Debt Securities the office or agency of the
Company in [The Borough of Manhattan, The City of New York], and initially
appoints the Trustee, at its offices located at ______________, as Paying Agent
in such city and as its agent to receive all such presentations, surrenders,
notices and demands.

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the Indenture, then the Company will maintain with respect to each such
series of Debt Securities, or as so required, at least one exchange rate
agent.

SECTION 1003. MONEY FOR DEBT SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of any Debt Securities and any related coupons, it will, on or before
each due date of the principal of (and premium, if any), or interest on or
Additional Amounts in respect of, any of the Debt Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Debt Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Debt Securities of such
series) sufficient to pay the principal (and premium, if any) or interest or
Additional Amounts so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the
Trustee of its action or failure so to act.

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

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

(1) hold all sums held by it for the payment of principal of (and
premium, if any) or interest on securities 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 Debt Securities) in the making of any such payment
of principal (and premium, if any) or interest; 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.

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Company or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability
with respect to such sums.

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

SECTION 1004. AGGREGATE DEBT TEST. The Company will not, and will not
cause or permit any of its Subsidiaries to, incur any Debt (including, without
limitation, Acquired Debt) if, immediately after giving effect to the incurrence
of such Debt and the application of the proceeds therefrom, the aggregate
principal amount of all outstanding Debt of the Company and its Subsidiaries
(determined on a consolidated basis in accordance with generally accepted
accounting principles) is greater than 60% of the sum of (without duplication)
(i) the Total Assets of the Company and its Subsidiaries as of the last day of
the then most recently ended fiscal quarter and (ii) the aggregate purchase
price of any real estate assets or mortgages receivable acquired, and the
aggregate amount of any securities offering proceeds received (to the extent
such proceeds were not used to acquire real estate assets or mortgages
receivable or used to reduce Debt), by the Company or any of its Subsidiaries
since the end of such fiscal quarter, including the proceeds obtained from the
incurrence of such additional Debt, determined on a consolidated basis in
accordance with generally accepted accounting principles.

SECTION 1005. DEBT SERVICE TEST. The Company will not, and will not cause
or permit any of its Subsidiaries to, incur any Debt (including, without
limitation, Acquired Debt) if the ratio of Consolidated Income Available for
Debt Service to the Annual Debt Service Charge for the four consecutive fiscal
quarters most recently ended prior to the date on which such additional Debt is
to be incurred shall have been less than 1.5:1 on a pro forma basis after giving
effect to the incurrence of such Debt and the application of the proceeds
therefrom, and calculated on the assumption that (i) such Debt and any other
Debt (including, without limitation, Acquired Debt) incurred by the Company or
any of its Subsidiaries since the first day of such four-quarter period and the
application of the proceeds therefrom (including to repay other Debt), and the
repayment or retirement of any other Debt of the Company or any of its
Subsidiaries since the first day of such four-quarter period, had occurred on
the first day of such period (except that, in making such computation, the
amount of Debt under any revolving credit facility,

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line of credit or similar facility shall be computed based upon the average
daily balance of such Debt during such period); and (ii) in the case of any
acquisition or disposition by the Company or any of its Subsidiaries of any
asset or group of assets, in any such case with a fair market value
(determined in good faith by the Company's Board of Directors) in excess of
$1 million, since the first day of such four-quarter period, whether by
merger, stock purchase or sale or asset purchase or sale or otherwise, such
acquisition or disposition had occurred as of the first day of such period
with the appropriate adjustments with respect to such acquisition or
disposition being included in such pro forma calculation. If the Debt giving
rise to the need to make the foregoing calculation (the "Subject Debt") or
any other Debt incurred after the first day of the relevant four-quarter
period bears interest at a floating rate then, for purposes of calculating
the Annual Debt Service Charge such Debt shall, for periods prior to the date
on which such Debt was incurred or, in the cae of the Subject Debt, for the
entire such four-quarter period, be deemed to bear interest at a fixed rate
per annum equal to the rate of interest in effect on the date such Debt was
incurred or, in the case of the Subject Debt, the date of such calculation
(except that, in the case of Debt (other than the Subject Debt) under any
revolving credit facility, line of credit or similar facility, the interest
rate used in calculating the Annual Debt Service Charge for the entire such
four-quarter period shall be the average daily interest rate for each day on
which any Debt was outstanding under such revolving credit facility, line of
credit or similar facility during such four-quarter period).

SECTION 1006. SECURED DEBT TEST. The Company will not, and will not
cause or permit any of its Subsidiaries to, incur any Debt (including,
without limitation, Acquired Debt) secured by any Lien on any property or
assets of the Company or any of its Subsidiaries, whether owned on the date
of the Indenture or thereafter acquired, if, immediately after giving effect
to the incurrence of such Debt and the application of the proceeds therefrom,
the aggregate principal amount (determined on a consolidated basis in
accordance with generally accepted accounting principles) of all outstanding
Debt of the Company and its Subsidiaries which is secured by any Lien on any
property or assets of the Company or any of its Subsidiaries is greater than
40% of the sum of (without duplication) (i) the Total Assets of the Company
and its Subsidiaries as of the last day of the then most recently ended
fiscal quarter and (ii) the aggregate purchase price of any real estate
assets or mortgages receivable acquired, and the aggregate amount of any
securities offering proceeds received (to the extent such proceeds were not
used to acquire real estate assets or mortgages receivable or used to reduce
Debt), by the Company or any of its Subsidiaries since the end of such fiscal
quarter, including the proceeds obtained from the incurrence of such
additional Debt, determined on a consolidated basis in accordance with
generally accepted accounting principles.

SECTION 1007. MAINTENANCE OF TOTAL UNENCUMBERED ASSETS. The Company and
its Subsidiaries must have Total Unencumbered Assets of not less than 150% of
the aggregate principal amount of all outstanding Unsecured Debt of the Company
and its Subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles.

SECTION 1008. EXISTENCE. Subject to Article Eight, the Company will do
or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights (charter and statutory) and
franchises; PROVIDED, HOWEVER, that the Company will not be required to
preserve any right or franchise if it determines that the preservation
thereof is no longer desirable in the conduct of its business and that the
loss thereof is not disadvantageous in any material respect to the Holders of
the outstanding Debt Securities.

SECTION 1009. MAINTENANCE OF PROPERTIES. The Company will cause all of
its properties used or useful in the conduct of its business or the business of
any Subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all

60
<PAGE>

times; PROVIDED, HOWEVER, that nothing in this Section shall prevent the
Company or any Subsidiary from selling or otherwise disposing of for value
its properties in the ordinary course of business.

SECTION 1010. INSURANCE. The Company will, and will cause each of its
Subsidiaries to, keep all of their respective insurable properties insured
against loss or damage in amounts at least equal to their then full insurable
value with financially sound and reputable insurance companies; provided that
neither the Company nor any of its Subsidiaries shall be required to maintain
earthquake insurance coverage with respect to any property so long as (i) the
Board of Directors of the Company reasonably determines (as evidenced by a
resolution delivered to the Trustee) that earthquake insurance coverage for such
property is not available on commercially reasonable terms, and (ii) not less
frequently than every three months thereafter, the Board of Directors of the
Company reasonably determines (as evidenced by a resolution delivered to the
Trustee) that earthquake insurance coverage for such property is not available
on commercially reasonable terms. In the event that the obligation to maintain
earthquake insurance coverage with respect to any property shall have been
suspended pursuant to the proviso to the preceding sentences but the Company
shall thereafter fail to comply with its obligations under clause (ii) of such
proviso (including, without limitation, because the Board of Directors shall
have determined that earthquake coverage is available on commercially reasonable
terms), then the obligation to maintain earthquake insurance coverage with
respect to such property shall be immediately and automatically reinstated,
subject to the right of the Company thereafter to cause such obligation to again
be suspended by complying with the terms of such proviso.

SECTION 1011. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary; PROVIDED, HOWEVER, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

SECTION 1012. PROVISION OF FINANCIAL INFORMATION. Whether or not the
Company is subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company will, to the extent permitted under the Securities Exchange
Act of 1934, file with the Commission the annual reports, quarterly reports
and other documents which the Company would have been required to file with
the Commission pursuant to such Section 13 or 15(d) (the "Financial
Statements") if the Company were so subject, such documents to be filed with
the Commission on or prior to the respective dates (the "Required Filing
Dates") by which the Company would have been required so to file such
documents if the Company were so subject.

The Company will also in any event (x) within 15 days of each Required
Filing Date (i) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, without cost to such Holders copies of the
annual reports and quarterly reports which the Company would have been
required to file with the Commission pursuant to Section 13 or

<PAGE>

15(d) of the Securities Exchange Act of 1934 if the Company were subject to
such Sections, and (ii) file with the Trustee copies of the annual reports,
quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 if the Company were subject to such Sections
and (y) if filing such documents by the Company with the Commission is not
permitted under the Securities Exchange Act of 1934, promptly upon written
request and payment of the reasonable cost of duplication and delivery,
supply copies of such documents to any prospective Holder.

SECTION 1013. WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 1004 to 1012, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Debt Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

ARTICLE ELEVEN
REDEMPTION OF SECURITIES

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

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Debt Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Debt Securities of any series, the Company shall, at least
45 days prior to the giving of the notice of redemption referred to in Section
1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Debt Securities
of such series to be redeemed. In the case of any redemption of Debt Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Debt Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.

SECTION 1103. SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED. If
less than all the Debt Securities of any series issued on the same day with the
same terms are to be redeemed, the particular Debt Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Debt Securities of such series issued on such date
with the same terms not previously called for redemption (excluding any such
Outstanding Debt Securities held by the Company or any of its Subsidiaries), 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 Debt Securities

<PAGE>

of that series or any integral multiple thereof) of the principal amount of
Debt Securities of such series of a denomination larger than the minimum
authorized denomination for Debt Securities of that series.

The Trustee shall promptly notify the Company and the Debt Security
Registrar (if other than itself) in writing of the Debt Securities selected for
redemption and, in the case of any Debt 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 Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security which has been or is to be
redeemed.

SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be given
in the manner provided in section 106, not less than 30 days nor more than 60
days prior to the Redemption Date, unless a shorter period is specified by the
terms of such series established pursuant to Section 301, to each Holder of Debt
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Debt Security designated for redemption as a whole
or in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Debt Security
or portion thereof.

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

All notices of redemption shall state:

(1) the Redemption Date,

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

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

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

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

<PAGE>

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

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

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

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

(10) the CUSIP number of such Debt Security, if any, and

(11) if applicable, that a Holder of Debt Securities who desires to
convert Debt Securities for redemption must satisfy the requirements for
conversion contained in such Debt Securities, the then existing conversion
price or rate, and the date and time when the option to convert shall
expire.

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

SECTION 1105. DEPOSIT OF REDEMPTION PRICE. At or prior to 10:00 a.m. on
any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article Twelve, segregate and hold
in trust as provided in Section 1003) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Debt Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Debt Securities of such series) sufficient to
pay on the Redemption Date the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Debt Securities or portions thereof which are to be redeemed on that date.

SECTION 1106. DEBT SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Debt Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Debt Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for

<PAGE>

the Debt Securities of such series) (together with accrued interest, if any,
to the Redemption Date), and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest)
such Debt Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer Debt
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Debt Security for redemption in accordance
with said notice, together with all coupons, if any, appertaining thereto
maturing after the Redemption Date, such Debt Security shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest on
Bearer Debt Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable only at an office or agency located outside the United
States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest; and PROVIDED FURTHER that, except as
otherwise provided with respect to Debt Securities convertible into Common
Shares or Preferred Shares, installments of interest on Registered Debt
Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Debt Securities, or one or more Predecessor
Debt Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 307.

If any Bearer Debt Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Debt 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 Debt
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
PROVIDED, HOWEVER, that interest represented by coupons shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

If any Debt Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the Debt
Security.

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

<PAGE>

SECTION 1108. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION. In
connection with any redemption of Debt Securities, the Company may arrange for
the purchase and conversion of any Debt Securities called for redemption by an
agreement with one or more investment bankers or other purchasers to purchase
such Debt Securities by paying to the Trustee or the Paying Agent in trust for
the Holders of Debt Securities, on or before 10:00 a.m. New York time on the
Redemption Date, an amount not less than the Redemption Price, together with
interest, if any, accrued to the Redemption Date of such Debt Securities, in
immediately available funds. Notwithstanding anything to the contrary contained
in this Article Eleven, the obligation of the Company to pay the Redemption
Price of such Debt Securities, including all accrued interest, if any, shall be
deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers. If such an agreement is entered into, any Debt Securities not
duly surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the last day on which
Debt Securities of such series called for redemption may be converted in
accordance with this Indenture and the terms of such Debt Securities, subject to
payment to the Trustee or Paying Agent of the above-described amount. The
Trustee or the Paying Agent shall hold and pay to the Holders whose Debt
Securities are selected for redemption any such amount paid to it in the same
manner as it would pay moneys deposited with it by the Company for the
redemption of Debt Securities. Without the Trustee's and the Paying Agent's
prior written consent, no arrangement between the Company and such purchasers
for the purchase and conversion of any Debt Securities shall increase or
otherwise affect any of the powers, duties, responsibilities or obligations of
the Trustee and the Paying Agent as set forth in this Indenture, and the Company
agrees to indemnify the Trustee and the Paying Agent from, and hold them
harmless against, any loss, liability or expense arising out of or in connection
with any such arrangement for the purpose and conversion of any Debt Securities
between the Company and such purchasers, including the costs and expenses
incurred by the Trustee and the Paying Agent (including the fees and expenses of
their agents and counsel) in the defense of any claim or liability arising out
of or in connection with the exercise or performance of any of their powers,
duties, responsibilities or obligations under this Indenture.

ARTICLE TWELVE
SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Debt Securities of
a series except as otherwise specified as contemplated by Section 301 for Debt
Securities of such series.

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

<PAGE>

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Debt Securities of a series, (1) deliver
Outstanding Debt Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Debt Securities of such series
with all unmatured coupons appertaining thereto and (2) apply as a credit Debt
Securities of such series which have been redeemed either at the election of the
Company pursuant to the terms of such Debt Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such Debt
Securities, as provided for by the terms of such Debt Securities, or which have
otherwise been acquired by the Company; PROVIDED that such Debt Securities so
delivered or applied as a credit have not been previously so credited. Such
Debt Securities shall be received and credited for such purpose by the Trustee
at the applicable Redemption Price specified in such Debt Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

SECTION 1203. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND. Not less
than 60 days prior to each sinking fund payment date for Debt Securities of any
series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the Debt
Securities of such series are payable (except as otherwise specified pursuant to
section 301 for the Debt Securities of such series) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Debt Securities of
that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Debt Securities to be so delivered and credited. If
such Officers' Certificate shall specify an optional amount to be added in cash
to the next ensuing mandatory sinking fund payment, the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Debt Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Debt Securities shall
be made upon the terms and in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN
REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. APPLICABILITY OF ARTICLE. Repayment of Debt Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Debt Securities, if any, and
(except as otherwise specified by the terms of such series established pursuant
to Section 301) in accordance with this Article.

<PAGE>

together with interest, if any, thereon accrued to the Repayment Date
specified in or pursuant to the terms of such Debt Securities. The Company
covenants that at or prior to 10:00 a.m. on the Repayment Date it will
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section
1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Section
301 for the Debt Securities of such series) sufficient to pay the principal
(or, if so provided by the terms of the Debt Securities of any series, a
percentage of the principal) of, and (except if the Repayment Date shall be
an Interest Payment Date) accrued interest on, all the Debt Securities or
portions thereof, as the case may be, to be repaid on such date.

SECTION 1303. EXERCISE OF OPTION. Debt Securities of any series subject
to repayment at the option of the Holders thereof will contain an "Option to
Elect Repayment" form on the reverse of such securities. In order for any Debt
Security to be repaid at the option of the Holder, the Trustee must receive at
the Place of Payment therefor specified in the terms of such Debt Security (or
at such other place or places of which the Company shall from time to time
notify the Holders of such Debt Securities) not earlier than 60 days nor later
than 30 days prior to the Repayment Date (1) the Debt Security so providing for
such repayment together with the "Option to Elect Repayment" form on the reverse
thereof duly completed by the Holder (or by the Holder's attorney duly
authorized in writing) or (2) a telegram, facsimile transmission or a letter
from a member of a national securities exchange, or the National Association of
securities Dealers, Inc. ("NASD") , or a commercial bank or trust company in the
United States setting forth the name of the Holder of the Debt Security, the
principal amount of the Debt Security, the principal amount of the Debt Security
to be repaid, the CUSIP number, if any, or a description of the tenor and terms
of the Debt Security, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Debt Security to be repaid, together
with the duly completed form entitled "Option to Elect Repayment" on the reverse
of the Debt Security, will be received by the Trustee not later than the fifth
Business Day after the date of such telegram, facsimile transmission or letter;
PROVIDED, HOWEVER, that such telegram, facsimile transmission or letter shall
only be effective if such Debt Security and form duly completed are received by
the Trustee by such fifth Business Day. If less than the entire principal
amount of such Debt Security is to be repaid in accordance with the terms of
such Debt Security, the principal amount of such Debt Security to be repaid, in
increments of the minimum denomination for Debt Securities of such series, and
the denomination or denominations of the Debt Security or Debt Securities to be
issued to the Holder for the portion of the principal amount of such Debt
Security surrendered that is not to be repaid, must be specified. The principal
amount of any Debt Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Debt Security would be less than the minimum authorized
denomination of Debt Securities of the series of which such Debt Security to be
repaid is a part. Except as otherwise may be provided by the terms of any Debt
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

SECTION 1304. WHEN DEBT SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Debt Securities of any series providing for repayment at the option
of the Holders thereof shall have been surrendered as provided in this Article
and as provided by or pursuant to

<PAGE>

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

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

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

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

<PAGE>

ARTICLE FOURTEEN
DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the securities of or within a
series under Section 1402 or (b) covenant defeasance of the Debt Securities of
or within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 301
with respect to any Debt Securities), shall be applicable to such securities and
any coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Debt Securities and any coupons
appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403
(if applicable) be applied to such Outstanding Debt Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the company's exercise of
the above option applicable to this Section with respect to any Debt Securities
of or within a series, the Company shall be deemed to have been discharged from
its obligations with respect to such Outstanding Debt Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Debt Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its other
obligations under such Debt Securities and any coupons appertaining thereto and
this Indenture insofar as such Debt Securities and any coupons appertaining
thereto are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such outstanding Debt Securities and any coupons
appertaining thereto to receive, solely from the trust fund described in Section
1404 and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest, if any, on such Debt Securities
and any coupons appertaining thereto when such payments are due, (B) the
Company's obligations with respect to such Debt Securities under Sections 305,
306, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Debt Securities as contemplated by Section 1012, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (D) this
Article. Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under Section 1403 with respect to such Debt Securities and any coupons
appertaining thereto.

SECTION 1403. COVENANT DEFEASANCE. Upon the Company's exercise of the
above option applicable to this Section with respect to any Debt Securities of
or within a series, the Company shall be released from its obligations under
Sections 1004 to 1012, inclusive, (except that the Company shall remain subject
to the covenant to preserve and keep in full force and effect its corporate
existence, except as permitted under Article 8 "Consolidation, Merger, Sale,
Lease or Conveyance") and, if specified pursuant to Section 301, its obligations
under any other

<PAGE>

covenant, with respect to such Outstanding Debt Securities and any coupons
appertaining thereto on and after the date the conditions set forth in
Section 1404 are satisfied (hereinafter, "covenant defeasance"), and such
Debt Securities and any coupons appertaining thereto shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 1004 to 1012, inclusive, or such other
covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that,
with respect to such Outstanding Debt Securities and any coupons appertaining
thereto, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall
not constitute a default or an Event of Default under Section 501(4) or
501(7) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Debt Securities and any coupons
appertaining thereto shall be unaffected thereby.

SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Debt Securities of or within a series and any coupons
appertaining thereto:

(a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 607 who shall agree to comply with the provisions of this
Article Fourteen applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Debt Securities and
any coupons appertaining thereto, (1) an amount in such currency,
currencies or currency unit in which such Debt Securities and any coupons
appertaining thereto are then specified as payable at Stated Maturity, or
(2) Government obligations applicable to such Debt Securities and coupons
appertaining thereto (determined on the basis of the currency, currencies
or currency unit in which such Debt Securities and coupons appertaining
thereto are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the
due date of any payment of principal of (and premium, if any) and interest,
if any, on such Debt Securities and any coupons appertaining thereto, money
in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on such
Outstanding Debt Securities and any coupons appertaining thereto on the
Stated Maturity of such principal or installment of principal or interest
and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Debt Securities and any coupons appertaining
thereto on the day on which such payments are due and payable

<PAGE>

in accordance with the terms of this Indenture and of such Debt Securities
and any coupons appertaining thereto.

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

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

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

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

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

(g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute

<PAGE>

terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 301.

SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any outstanding Debt Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Debt Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Debt Securities and any
coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any, but such money need not be segregated from other funds except to the
extent required by law.

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

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

Anything in this Article to the contrary notwithstanding, subject to
Section 606, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or Government obligations (or other property and
any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in

<PAGE>

excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

ARTICLE FIFTEEN
MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Debt Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Debt Securities of such
series.

SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS. (a) The Trustee may at
any time call a meeting of Holders of Debt Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in
The City of San Francisco, California, or in [London] as the Trustee shall
determine. Notice of every meeting of Holders of Debt Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Debt
Securities of any series shall have requested the Trustee to call a meeting of
the Holders of Debt Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Debt Securities of such
series in the amount above specified, as the case may be, may determine the time
and the place in The City of San Francisco, California, 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 1503. PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Debt Securities of any series, a Person shall
be (1) a Holder of one or more Outstanding Debt Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Debt Securities of such series by such Holder
or Holders. The only Persons who shall be entitled to be present or to speak at
any meeting of Holders of Debt Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 1504. QUORUM; ACTION. The Persons entitled to vote a majority in
principal amount of the Outstanding Debt Securities of a series shall constitute
a quorum for a meeting of Holders of Debt Securities of such series; PROVIDED,
HOWEVER, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than a specified percentage in principal amount of the

<PAGE>

Outstanding Debt Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Debt Securities of
such series shall constitute a quorum. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Debt Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Debt Securities of such series which
shall constitute a quorum.

Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Debt Securities of that series; PROVIDED,
HOWEVER, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Debt Securities of a series may
be adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Debt Securities of
that series.

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

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

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

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

<PAGE>

SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS. (a) Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debt Securities of a series in regard to proof of the holding of Debt
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 Debt Securities shall be proved in the manner specified in Section 104 and
the appointment of any proxy shall be proved in the manner specified in Section
104 or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Debt Securities. Such regulations may provide
that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or other
proof.

(b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Debt Securities as provided in Section 1502(b), in
which case the Company or the Holders of Debt 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 Debt Securities of such series represented at the
meeting.

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

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

SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Debt Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Debt Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Debt 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 Debt Securities of
any Series shall be prepared by the secretary of the meeting and there shall be
attached to said record the

<PAGE>

original reports of the inspectors of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the fact,
setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section
1504. Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

* * *

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

<PAGE>

ARTICLE SIXTEEN
CONVERSION OF SECURITIES

SECTION 1601. APPLICABILITY OF ARTICLE. Debt Securities of any series
which are convertible into Common Stock at the option of the Holder of such Debt
Securities shall be convertible in with their term and (unless otherwise
specified as contemplated by Section 301 for the Debt Securities of any series)
in accordance with this Article. Each reference in this Article Sixteen to "a
Security" or "the Debt Securities" refers to the Debt Securities of the
particular series that is convertible into Common Shares. It more than one
series of Debt Securities with conversion privileges are outstanding at any
time, the provisions of this Article Sixteen shall be applied separately to each
such series.

SECTION 1602. RIGHT OF HOLDERS TO CONVERT DEBT SECURITIES INTO COMMON
SHARES. Subject to and upon compliance with the terms of the Debt Securities
and the provisions of Section 1108 and this Article Sixteen, at the option of
the Holder thereof, any Security of any series of any authorized denomination
which is convertible into Common Shares, or any portion of the principal amount
thereof which is $1,000 or any integral multiple of $1,000, may, at any time
during the period specified in the Debt Securities of such series, or in case
such Security of portion thereof shall have been called for redemption, then in
respect of such Security or portion thereof until and including, but not after
(unless the Company shall default in payment due upon the redemption thereof)
the close of business an the Redemption Date (except that in the case of
repayment at the option of the Holder, if specified in the terms of the relevant
Security, such right shall terminate upon the Company's receipt of written
notice of the exercise of such option), be converted into duly authorized,
validly issued, fully paid and nonassessable Common Shares, as specified in such
Security, at the conversion price or conversion rate for each $1,000 principal
amount of Debt Securities (such initial conversion rate reflecting an initial
conversion price specified in such security) in effect on the conversion date,
or, in case an adjustment in the conversion price has taken place pursuant to
the provisions of this Article Sixteen, then at the applicable conversion price
as so adjusted, upon surrender of the Security or Debt Securities, the principal
amount of which is so to be converted, to the Company at any time during usual
business hours at the office or agency to be maintained by it in accordance with
the provisions of Section 1002, accompanied by a written notice of election to
an provided in Section 1603 and, if so required by the Company and/or the
Trustee, by a written instrument or instruments of transfer

<PAGE>

in form satisfactory to the Company and/or the Trustee, as applicable, duly
executed by the Holder thereof or his attorney duly authorized in writing.
All Debt Securities surrendered for conversion shall, if surrendered to the
company or any conversion agent, be delivered to the Trustee for cancellation
and canceled by it, or shall, if surrendered to the Trustee be canceled by
it, as provided in Section 310.

The initial conversion price or conversion rate in respect of a series of
Debt Securities shall be as specified in the securities of such series. The
conversion price or conversion rate will be subject to adjustment an the terms
set forth in Section 1605 or such other or different terms, if any, as may be
specified by Section 302 for Debt Securities of such series. Provisions of this
Indenture that apply to conversion of all of a Security also apply to conversion
of any portion of it.

SECTION 1603. ISSUANCE OF COMMON SHARES ON CONVERSIONS. As promptly as
practicable after the surrender as herein provided, of any Security or Debt
Securities for conversion into Common shares, the Company shall deliver or cause
to be delivered at its said office or agency to or upon the written order of the
Holder of the Security or Debt Securities so surrendered a certificate or
certificates representing the number of duly authorized, validly issued, fully
paid and nonassessable Common Shares into which such Security or Debt Securities
may be converted in accordance with the terms thereof and the provisions of this
Article Sixteen. Prior to delivery of such certificate or certificates, the
Company shall require written notice at its said office or agency from the
Holder of the security or securities so surrendered stating that the Holder
irrevocably elects to convert such Security or securities, or if less than the
entire principal amount thereof is to be converted, stating the portion thereof
to be converted. Such notice shall also state the name or names (with address
and social security or other taxpayer identification number) in which said
certificate or certificates are to be issued. Such conversion shall be deemed
to have been made at the time that such Security or Debt Securities shall have
been surrendered for conversion and such notice shall have been received by the
Company or the Trustee, the rights of the Holder of such Security or Debt
Securities as a Holder shall cease at such time, the Person or Persons entitled
to receive the Common Shares upon conversion of such Security or Debt Securities
shall be treated for all purposes as having become either record holder or
holders of such common Shares at such time and such conversion shall be at the
conversion price in effect at such time. In the case of any Security of any
series which is converted in part only, upon such conversion, the company shall
execute and, upon the Company's request and at the Company's expense, the
Trustee or an Authenticating Agent shall authenticate and deliver to the Holder
thereof, as requested by such Holder, a new Security or Debt Securities of such
series of authorized denominations in aggregate principal amount equal to the
unconverted portion of such Security.

If the last day on which such Security may be converted is not a Business
Day in a place where the conversion agent for that Security is located, such
Security may be surrendered to that conversion agent on the next succeeding day
that is a Business Day.

The Company shall not be required to deliver certificates for Common Shares
upon conversion while its stock transfer books are closed for a meeting of
shareholders or for the

<PAGE>

payment of dividends or for any other purpose, but certificates for Common
Shares shall be delivered as soon as the stock transfer books shall again be
opened.

SECTION 1604. NO PAYMENT OR ADJUSTMENT FOR INTEREST OR DIVIDENDS. Unless
otherwise specified as contemplated by Section 301 for Debt Securities of such
for Conversion into Common Shares during the period from the close of business
on any Regular Record Date (or Special Record Date) next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date (except
Debt Securities called for redemption an a Redemption Date within such period)
when surrendered for conversion must be accompanied by payment (by certified or
official bank check to the order of the Company payable in clearing house funds
at the location where the Debt Securities are surrendered) of an amount equal to
the interest thereon to such Interest Payment Date. Payment of interest shall
be made, on such Interest Payment Date or such other payment date (as set forth
in Section 307), as the case may be, to the Holder of the Debt Securities as of
such Regular Record Date or Special Record Date, as applicable. Except where
Debt Securities surrendered for conversion must be accompanied by payment as
described above, no interest on converted securities will be payable by the
Company on any Interest Payment Date subsequent to the date of conversion. No
other payment or adjustment for interest or dividends is to be made upon
conversion. Notwithstanding the foregoing, upon conversion of any Original
Issue Discount Security, the fixed number of Common Shares into which such
Security is convertible delivered by the Company to the Holder thereof shall be
applied, first, to the portion attributable to the accrued original issue
discount relating to the period from the date of issuance to the date of
conversion of such Security, and second, to the portion attributable to the
balance of the principal of such Security.

SECTION 1605. ADJUSTMENT OF CONVERSION PRICE. Unless otherwise specified
as contemplated by Section 301 for Debt Securities of such series, the
conversion price for Debt Securities convertible into Common Shares shall be
adjusted from time to time as follows:

(a) In case the Company shall (x) pay a dividend or make a
distribution on Common Shares in Common Shares, (y) subdivide the
outstanding Common Shares into a greater number of shares or (z) combine
the outstanding Common Shares into a smaller number of shares, the
conversion price for the Debt Securities of such series shall be adjusted
so that the Holder of any such Security thereafter surrendered for
conversion shall be entitled to receive the number of Common Shares which
he would have owned or have been entitled to receive after the happening of
any of the events described above had such Security been converted
immediately prior to the record date in the case of a dividend or the
effective date in the case of subdivision or combination. An adjustment
made pursuant to this subsection (a) shall become effective immediately
after the record date in the case of a dividend, except as provided in
subsection (h) below, and shall become effective immediately after the
effective date in the case of a subdivision or combination.

(b) In case the Company shall issue rights or warrants to all holders
of Common Shares entitling them (for a period expiring within 45 days after
the record date mentioned below) to subscribe for or purchase Common Shares
at a price per share less than the current market price per share of Common
Shares (as defined for purposes of this subsection (b) in subsection (e)
below), at the record date for the determination of

<PAGE>

stockholders entitled to receive such rights or warrants, the conversion
price in affect immediately prior thereto shall be adjusted so that the
same shall equal the price determined by multiplying the conversion
price in effect immediately prior to the date of issuance of such rights
or warrants by a fraction, the numerator of which shall be the number of
Common Shares outstanding on the date of issuance of such rights or
warrants plus the number of Common Shares which the aggregate offering
price of the total number of Common Shares so offered would purchase at
such current market price, and the denominator of which shall be the
number of Common Shares outstanding on the date of issuance of such
rights or warrants plus the number of additional Common Shares
receivable upon exercise of such rights or warrants. Such adjustment
shall be made successively whenever any such rights or warrants are
issued, and shall become effective immediately, except as provided in
subsection (h) below, after such record date. In determining whether
any rights or warrants a entitle the Holders of the Debt Securities of
such series to subscribe for or purchase Common Shares at less than such
current market price, and in determining the aggregate offering price of
such Common Shares, there shall be taken into account any consideration
received by the Company for such rights or warrants plus the exercise
price thereof, the value of such consideration or exercise price, as the
case may be, if other than cash, to be determined by the Board of
Directors.

(c) In case the Company shall distribute to all holders of
Common Shares any shares of capital stock of the Company (other than Common
Shares) or evidences of its indebtedness or assets (excluding cash
dividends or distributions paid from retained earnings of the Company) or
rights or warrants to subscribe for or purchase any of its securities
(excluding those rights or warrants referred to in subsection (b) above)
(any of the foregoing being herein in this subsection (c) called the
"Special Debt Securities"), then, in each such case, unless the Company
elects to reserve such Special Debt Securities for distribution to the
Holders of Debt Securities of such series upon the conversion so that any
such Holder converting such Debt Securities will receive upon such
conversion, in addition to the Common Shares to which such Holder is
entitled the amount and kind of Special Debt Securities which such Holder
would have received if such Holder had, immediately prior to the record
date for the distribution of the Special Debt Securities, converted Debt
Securities into Common shares, the conversion price shall be adjusted so
that the same shall equal the price determined by the conversion price in
affect immediately prior to the date of such distribution by a fraction the
numerator of which shall be the current market price per share (as defined
for purpose of this subsection (c) in subsection (e) below) of Common
Shares on the record date mentioned above less the then fair market value
(as determined by the Board of Directors, whose determination shall, if
made in good faith, be conclusive of the portion of the Special Debt
Securities so distributed applicable to one Common Share, and the
denominator of which shall be the current market price per Common Shares
(as defined in subsection (e) below); PROVIDED, HOWEVER, that in the event
the then fair market value (as so determined) of the portion of the Special
Debt Securities so distributed applicable to one Common Share is equal to
or greater than the current market price per Common Shares (as defined in
subsection (e) below) on the record date mentioned above, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder
of Debt Securities of

<PAGE>

such series shall have the right to receive the amount and kind of
Special Debt Securities such holder would have received had he converted
such Debt Securities immediately prior to the record date for the
distribution of the Special Debt Securities. Such adjustment shall
become effective immediately, except as provided in subsection (h)
below, after the record date for the determination of stockholders
entitled to receive such distribution.

(d) If, pursuant to subsection (b) or (c) above, the number of Common
Shares shall have been adjusted because the Company has declared a
dividend, or made a distribution, on the outstanding Common Shares in the
form of any right or warrant to purchase securities of the Company, or the
Company has issued any such right or warrant, then, upon the expiration of
any such unexercised right or unexercised warrant, the conversion price
shall forthwith be adjusted to equal the conversion price that would have
applied had such right or warrant never been declared, distributed or
issued.

(e) For the purpose of any computation under subsection (b) above,
the current market price per Common Share on any date shall be deemed to be
the average of the reported last sales prices for the thirty consecutive
Trading Days (as defined below) commencing forty-five Trading Days before
the date in question. For the purpose of any computation under subsection
(c) above, the current market price per Common Share on any date shall be
deemed to be the average of the reported last sales prices for the ten
consecutive Trading Days before the date in question. The reported last
sales price for each day (whether for purposes of subsection (b) or
subsection (c)) shall be the reported last sales price, regular way, or, in
case no sale takes place on such day, the average of the reported closing
bid and asked prices, regular way, in either case as reported on the New
York Shares Exchange Composite Tape or, if the Common Shares are not listed
or admitted to trading an the New York Shares Exchange, on the principal
national securities exchange on which the Common Shares are listed or
admitted to trading or, if not listed or admitted to trading on any
national securities on the National Market System of the National
Association of Debt Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or, if the Common Shares are not quoted on such National Market
System, the average of the closing bid and asked prices on such day in the
over-the-counter market as reported by NASDAQ or, if bid and asked prices
for the Common Shares on such day shall not have been reported through
NASDAQ, the average of the bid and asked prices for such day as furnished
by any New York Shares Exchange member firm regularly making a market in
the Common Shares selected for such purpose by the Board of Directors or a
committee thereof or, if no such quotations are available, the fair market
value of the Common Shares as determined by a New York Shares Exchange
Member firm regularly making a market in the Common Shares selected for
such purpose by the Board of Directors or a committee thereof. As used
herein, the term "Trading Day" with respect to the Common Shares means (x)
if the Common Shares are listed or admitted for trading on the New York
Shares Exchange or another national securities exchange, a day on which the
New York Stock Exchange or such other national securities exchange is open
for business or (y) if the Common Shares are quoted on the National Market
System of the NASDAQ, a day on which trades may be made on such

<PAGE>

National Market System or (z) otherwise, any day other than a Saturday or
Sunday or a day an which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

(f) No adjustment in the conversion price shall be required unless
such adjustment would require an increase or decrease of at least 1% in
such price; PROVIDED, HOWEVER, that any adjustments which by reason of this
subsection (f) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment; and, PROVIDED, FURTHER,
that adjustment shall be required and made in accordance with the
provisions of this Article Sixteen (other than this subsection (f)) not
later than such time as may be required in order to preserve the tax free
nature of a distribution to the holders of Common Shares. All calculations
under this Article Sixteen shall be made to the nearest cent or to the
nearest 1/100 of a share, as the case may be, with one-half cent and 1/200
of a share, respectively, being rounded upward. Anything in this Section
1605 to the contrary notwithstanding, the company shall be entitled to make
such reductions in the conversion price, in addition to those required by
this Section 1605, as it in its discretion shall determine to be advisable
in order that any stock dividend, subdivision of shares, distribution of
rights or warrants to purchase stock or securities, or distribution of
other assets (other than cash dividends) hereafter made by the Company to
its shareholders shall not be taxable.

(g) Whenever the conversion price is adjusted, as herein provided the
Company shall promptly file with the Trustee, at the corporate trust office
of the Trustee, and with the office or agency maintained by the Company for
the conversion of Debt Securities of such series pursuant to Section 1002,
an Officers' Certificate, setting forth the conversion price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment, which certificate shall be conclusive evidence of the
correctness of such adjustment. Neither the Trustee nor any conversion
agent shall be under any duty or responsibility with respect to any such
certificate or any facts or computations set forth therein, except to
exhibit said certificate from time to time to any Holder of a Security of
such series desiring to inspect the same. The Company shall promptly cause
a notice setting forth the adjusted conversion price to be mailed to the
Holders of Debt Securities of such series, as their names and addresses
appear upon the Security Register of the Company.

(h) In any case in which this Section 1605 provides that an
adjustment shall become effective immediately after a record date for an
event, the Company may defer until the occurrence of such event (y) issuing
to the Holder of any Security of such series converted after such record
date and before the occurrence of such event the additional Common Shares
issuable upon such conversion by reason of the adjustment required by such
event over and above the Common Shares issuable upon such conversion before
giving effect to such adjustment and (z) paying to such holder any amount
in cash in lieu of any fractional Common Shares pursuant to Section 1606
hereof.

<PAGE>

SECTION 1606. NO FRACTIONAL SHARES TO BE ISSUED. No fractional Common
Shares shall be issued upon any conversion of Debt Securities. If more than one
Security of any series shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be issuable upon conversion
thereof shall be computed on the basis of the aggregate principal amount of the
Debt Securities of such series (or specified portions thereof to the extent
permitted hereby) so surrendered. Instead of a fraction of a share of Common
Stock which would otherwise be issuable upon conversion of any Security or Debt
Securities (or specified portions thereof), the Company shall pay a cash
adjustment (computed to the nearest cent, with one-half cent being rounded
upward) in respect of such fraction of a share in an amount equal to the same
fractional interest of the reported last sales price (as defined in Section
1605(e)) of the Common Shares on the Trading Day (as defined in Section 1605(e))
next preceding the day of conversion.

SECTION 1607. PRESERVATION OF CONVERSION RIGHTS UPON CONSOLIDATION,
MERGER, SALE OR CONVEYANCE. In case of any consolidation of the Company with,
or merger of the Company into, any other corporation (other than a consolidation
or merger in which the Company is the continuing corporation), or in the case of
any sale or transfer of all or substantially all of the assets of the Company,
the corporation formed by such consolidation or the corporation into which the
Company shall have been merged or the corporation which shall have acquired such
assets, as the case may be, shall execute and deliver to the Trustee, a
supplemental indenture, in accordance with the provisions of Articles Eight and
Nine as they relate to supplemental indentures, providing that the Holder of
each Security then Outstanding of a series which was convertible into Common
Shares shall have the right thereafter to convert such security into the kind
and amount of shares of stock and other securities and property, including cash,
receivable upon such consolidation merger, sale or transfer by a holder of the
number of Common Shares of the Company into which such Debt Securities might
have been converted immediately prior to such consolidation, merger, sale or
transfer. Such supplemental indenture shall conform to the provisions of the
Trust Indenture Act as then in effect and shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article Sixteen. Neither the Trustee nor any conversion agent shall
have any liability or responsibility for determining the correctness of any
provision contained in any such supplemental indenture relating either to the
kind or amount of shares of stock or other securities or property receivable by
Holders of the Debt Securities after any such consolidation, merger, sale or
transfer, or to any adjustment to be made with respect thereto and, subject to
the provisions of Section 313 of the Trust Indenture Act, may accept as
conclusive, evidence of the correctness of any such provisions and shall be
protected in relying upon an Officers' Certificate with respect thereto and an
Opinion of Counsel with respect to legal matters related thereto. If in the
case of any such consolidation, merger, sale or transfer, the stock or other
securities and property receivable by a Holder of the Debt Securities includes
stock or other securities and property of a corporation other than the successor
or purchasing corporation, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Debt Securities as the Board of
Directors shall reasonably consider necessary. The above provision of this
Section 1607 shall similarly apply to successive consolidations mergers, sales
or transfers.

<PAGE>

SECTION 1608. NOTICE TO HOLDERS OF THE DEBT SECURITIES OF A SERIES PRIOR
TO TAKING CERTAIN TYPES OF ACTION. With respect to the Debt Securities of any
series, in case:

(a) the Company shall authorize the issuance to all holders of Common
Shares of rights or warrants to subscribe for or purchase shares of its
capital stock or of any other right;

(b) the Company shall authorize the distribution to all holders of
Common Shares of evidences of indebtedness or assets (except for cash
dividends or distributions paid from retained earnings of the Company);

(c) of any subdivision or combination of Common Shares or of any
consolidation or merger to which the Company is a party for which approval
by the shareholders of the Company is required, or of the sale or transfer
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 at the office or
agency maintained for the purpose of conversion of Debt Securities of such
series pursuant to Section 1002, and shall cause to be mailed to the Holders of
Debt Securities of such series, at their to last addresses as they shall appear
an the Security Register of the Company, at least ten days prior to the
applicable record date hereinafter specified, a notice stating (i) the date as
of which the holders of Common Shares to be entitled to receive any such rights,
warrants or distribution are to be determined, or (ii) the date on which any
such subdivision, combination, consolidation, merger, sale, transfer,
dissolution, liquidation, winding up or other action is expected to become
effective, and the date as of which it is expected that holders of record of
Common Shares shall be entitled to exchange their Common Shares for securities
or other property, if any, deliverable upon such subdivision, combination,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up or
other action. The failure to give the notice required by this Section 1608 or
any defect therein shall not affect the legality or validity of any
distribution, right, warrant, subdivision, combination, consolidation, merger,
sale, transfer, dissolution, liquidation, winding up or other action, or the
vote upon any of the foregoing. Such notice shall also be published by and at
the expense of the Company not later than the aforesaid filing date at least
once in an Authorized Newspaper.

SECTION 1609. COVENANTS TO RESERVE SHARES FOR ISSUANCE ON CONVERSION OF
DEBT SECURITIES. The Company covenants that at all times it will reserve and
keep available out of each class of its authorized Common Shares, free from
preemptive rights, solely for the purpose of issue upon conversion of Debt
Securities of any series as herein provided, such number of Common Shares as
shall then be issuable upon the conversion of all outstanding Debt Securities of
such series. The Company covenants that all Common Shares which shall be so
issuable shall, when issued or delivered, be duly and validly issued Common
Shares into which Debt Securities of such series are convertible, and shall be
fully paid and nonassessable, free of all liens and

<PAGE>

charges and not subject to preemptive rights and that, upon conversion, the
appropriate capital stock accounts of the Company will be duly credited.

SECTION 1610. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. The Company
covenants that if any Common Shares required to be reserved for purposes of
conversion of Debt Securities hereunder require registration or listing with
or approval of any governmental authority under any Federal or State law,
pursuant to the Securities Act of 1933, as amended, or the Debt Securities
Act of 1934, as amended, or any national or regional securities exchange on
which the Common Shares are listed at the time of delivery of any Common
Shares, before such shares may be issued upon conversion, the Company will
use its best efforts to cause such shares to be duly registered, listed or
approved, as the case may be.

SECTION 1611. PAYMENT OF TAXES UPON CERTIFICATES FOR SHARES ISSUED UPON
CONVERSION. The issuance of certificates for Common Shares upon the conversion
of Debt Securities shall be without charge to the converting Holders for any tax
(including, without limitation, all documentary and stamp taxes) in respect of
the Issuance and delivery of such certificates, and such certificates shall be
issued in the respective names of, or in such names as my be directed by, the
holders of the Debt Securities converted, provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate in a name
other than that of the Holder of the Security converted, and the Company shall
not be required to issue or deliver such certificate unless or until the Person
or Persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax be been paid.

SECTION 1612. TRUSTEE'S DUTIES WITH RESPECT TO CONVERSION PROVISIONS. The
Trustee and any conversion agent shall have no duty, responsibility or liability
to any Holder to determine any facts exist which may require any adjustment of
the conversion rate, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same. Neither
the Trustee nor any conversion agent shall be accountable with respect to the
registration under securities laws, listing, validity or value (or the kind or
amount) of any Common Shares, or of any other securities or property, which may
at any time be issued or delivered upon the conversion of any Security, 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 make any cash payment or to issue,
transfer or deliver any shares of stock or stock certificates or other
securities or property upon the surrender of any Security for the purpose of
conversion; and the Trustee and any conversion agent, subject to the provisions
of Section 313 of the Trust Indenture Act, shall not be responsible for any
failure of the Company to comply with any of the covenants of the Company
contained in this Article Sixteen.

SECTION 1613. CONVERSION OF DEBT SECURITIES INTO PREFERRED STOCK.
Notwithstanding anything to the contrary in this Article Sixteen, the Company
may issue Debt Securities that are convertible into Preferred Shares, including
Preferred Shares convertible into Common Shares,

<PAGE>

in which case all terms and condition relating to the conversion of Debt
Securities into Preferred Shares, including any terms similar to those
provided in Sections 1601 through 1612, shall be as provided in or pursuant
to an appropriate Board Resolution or in any indenture supplemental hereto or
as otherwise contemplated by Section 301.

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

BRE PROPERTIES, INC.

By:
-------------------------------
Print Name:
------------------------
Title:
----------------------------
Attest:

- -------------------------
Title:
[ ], as Trustee
-----------------

By:
-------------------------------
Print Name:
------------------------
Title:
----------------------------
Attest:

- --------------------------
Title:

<PAGE>

STATE OF CALIFORNIA )
) ss:
COUNTY OF SAN FRANCISCO )

On the ____ day of ________________, 1997, before me personally came ____,
to me known, who, being by me duly sworn, did depose and say that he resides at
_________________________________________________________, ________, that he is
the of BRE PROPERTIES, INC., one of the
corporations described in and which executed the foregoing instrument and that
he signed his name thereto by authority of the Board of Directors of said
corporation.

[Notarial Seal]

____________________________________________
Notary Public
COMMISSION EXPIRES

STATE OF _________ )
) ss:
COUNTY OF ___________ )

On the ____ day of ________________, 1997, before me personally came ____,
to me known, who, being by me duly sworn, did depose and say that he/she
resides at _________________________________________________________,
________, that he/she is the _____________________________________ of
________, one of the corporations described in and which executed the
foregoing instrument and that he signed his name thereto by authority of the
Board of Directors of said corporation.

[Notarial Seal]
____________________________________________
Notary Public
COMMISSION EXPIRES

<PAGE>

EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

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

CERTIFICATE

[insert title or sufficient description of Debt Securities to be delivered]

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

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

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

<PAGE>

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

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

Dated:_______________, 19__
[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]

[Name of Person Making
Certification]

---------------------------------
(Authorized Signator)
Name:
Title:

<PAGE>

EXHIBIT A-2

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

CERTIFICATE

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

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

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

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

<PAGE>

relevant, collection of any interest) are no longer true and cannot be relied
upon as of the date hereof.

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

Dated: , 19
------------ ----

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

(Morgan Guaranty Trust
Company of Mew York,
Brussels Office,] as
Operator of the
Euroclear System
(Cedel S.A.]

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

<PAGE>

Exhibit 4.6

________________________________________________________

BRE PROPERTIES, INC.

[__________________________]

Trustee

____________________

Indenture

Dated as of __________________, 1997
____________________

Subordinated Debt Securities

________________________________________________________

<PAGE>

TABLE OF CONTENTS
Page
----

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. . . . . 2
SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 2
Acquired Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Additional Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Authorized Newspaper. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Bankruptcy Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Board Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CEDEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request and Company Order . . . . . . . . . . . . . . . . . . . . 4
Conversion Event. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . 4
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Coupon. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Debt Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Dollar or $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
European Communities. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
European Monetary System. . . . . . . . . . . . . . . . . . . . . . . . . 6
Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Excess Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Foreign Currency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
GAAP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Government Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indexed Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

<PAGE>

Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Lien. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Original Issue Discount Security. . . . . . . . . . . . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Place of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Predecessor Security. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Preferred Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Registered Security . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Repayment Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Repayment Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Security Register and Security Registrar. . . . . . . . . . . . . . . . .10
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Significant Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . .10
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Trust Indenture Act or TIA. . . . . . . . . . . . . . . . . . . . . . . .11
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
United States Person. . . . . . . . . . . . . . . . . . . . . . . . . . .11
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
SECTION 102. Compliance Certificates and Opinions. . . . . . . . . . . . .11
SECTION 103. Form of Documents Delivered to Trustee. . . . . . . . . . . .12
SECTION 104. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . .12
SECTION 105. Notices, etc., to Trustee and Company . . . . . . . . . . . .14
SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . .14
SECTION 107. Effect of Headings and Table of Contents. . . . . . . . . . .15
SECTION 108. Successors and Assigns. . . . . . . . . . . . . . . . . . . .15
SECTION 109. Separability Clause . . . . . . . . . . . . . . . . . . . . .16
SECTION 110. Benefits of Indenture . . . . . . . . . . . . . . . . . . . .16
SECTION 111. Governing Law . . . . . . . . . . . . . . . . . . . . . . . .16
SECTION 112. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . .16
ARTICLE TWO - SECURITIES FORMS . . . . . . . . . . . . . . . . . . . . . . . .16
SECTION 201. Forms of Securities.. . . . . . . . . . . . . . . . . . . . .16
SECTION 202. Form of Trustee's Certificate of Authentication . . . . . . .17
SECTION 203. Securities Issuable in Global Form. . . . . . . . . . . . . .17

<PAGE>

ARTICLE THREE - THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . .18
SECTION 301. Amount Unlimited; Issuable in Series. . . . . . . . . . . . .18
SECTION 302. Denominations.. . . . . . . . . . . . . . . . . . . . . . . .22
SECTION 303. Execution, Authentication, Delivery and Dating. . . . . . . .22
SECTION 304. Temporary Securities. . . . . . . . . . . . . . . . . . . . .24
SECTION 305. Registration, Registration of Transfer and Exchange . . . . .26
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. . . . . . .30
SECTION 307. Payment of Interest; Interest Rights Preserved. . . . . . . .31
SECTION 308. Persons Deemed Owners.. . . . . . . . . . . . . . . . . . . .33
SECTION 309. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . .33
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . .34
ARTICLE FOUR - SATISFACTION AND DISCHARGE. . . . . . . . . . . . . . . . . . .34
SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . .34
SECTION 402. Application of Trust Funds. . . . . . . . . . . . . . . . . .34
ARTICLE FIVE - REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .35
SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . .35
SECTION 502. Acceleration of Maturity; Rescission and Annulment. . . . . .37
SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .38
SECTION 504. Trustee May File Proofs of Claim. . . . . . . . . . . . . . .39
SECTION 505. Trustee May Enforce Claims Without Possession of Securities
or Coupons. . . . . . . . . . . . . . . . . . . . . . . . . .40
SECTION 506. Application of Money Collected. . . . . . . . . . . . . . . .40
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . .40
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium, if any, and Interest and Additional Amounts. . . . .41
SECTION 509. Restoration of Rights and Remedies. . . . . . . . . . . . . .41
SECTION 510. Rights and Remedies Cumulative. . . . . . . . . . . . . . . .41
SECTION 511. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . .42
SECTION 512. Control by Holders of Securities. . . . . . . . . . . . . . .42
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . .42
SECTION 514. Waiver of Usury, Stay or Extension Laws . . . . . . . . . . .43
SECTION 515. Undertaking for Costs . . . . . . . . . . . . . . . . . . . .43
ARTICLE SIX - THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . .43
SECTION 601. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . .43
SECTION 602. Certain Rights of Trustee . . . . . . . . . . . . . . . . . .44
SECTION 603. Not Responsible for Recitals or Issuance of Securities. . . .45
SECTION 604. May Hold Securities . . . . . . . . . . . . . . . . . . . . .45
SECTION 605. Money Held in Trust . . . . . . . . . . . . . . . . . . . . .45
SECTION 606. Compensation and Reimbursement. . . . . . . . . . . . . . . .45
SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests . . . . . . . . . . . . . . . . . . . . . . . . . .46
SECTION 608. Resignation and Removal; Appointment of Successor . . . . . .46
SECTION 609. Acceptance of Appointment by Successor. . . . . . . . . . . .48
SECTION 610. Merger, Conversion, Consolidation or Succession to Business .49
SECTION 611. Appointment of Authenticating Agent . . . . . . . . . . . . .49

iii

<PAGE>

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY. . . . . . .52
SECTION 701. Disclosure of Names and Addresses of Holders. . . . . . . . .52
SECTION 702. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . .52
SECTION 703. Reports by Company. . . . . . . . . . . . . . . . . . . . . .52
SECTION 704. Company to Furnish Trustee Names and Addresses of Holders . .53
ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE . . . . . . .54
SECTION 801. Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions . . . . .54
SECTION 802. Rights and Duties of Successor Corporation. . . . . . . . . .54
SECTION 803. Officers' Certificate and Opinion of Counsel. . . . . . . . .55
ARTICLE NINE - SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . .55
SECTION 901. Supplemental Indentures Without Consent of Holders. . . . . .55
SECTION 902. Supplemental Indentures with Consent of Holders.. . . . . . .56
SECTION 903. Execution of Supplemental Indentures. . . . . . . . . . . . .57
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . .58
SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . .58
SECTION 906. Reference in Securities to Supplemental Indentures. . . . . .58
ARTICLE TEN - COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .58
SECTION 1001. Payment of Principal, Premium, if any, Interest and
Additional Amounts. . . . . . . . . . . . . . . . . . . . . .58
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . .58
SECTION 1003. Money for Securities Payments to Be Held in Trust . . . . . .60
SECTION 1004. Existence . . . . . . . . . . . . . . . . . . . . . . . . . .62
SECTION 1005. Maintenance of Properties . . . . . . . . . . . . . . . . . .62
SECTION 1006. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .62
SECTION 1007. Payment of Taxes and Other Claims . . . . . . . . . . . . . .62
SECTION 1008. Provision of Financial Information. . . . . . . . . . . . . .63
SECTION 1009. Statement as to Compliance. . . . . . . . . . . . . . . . . .63
SECTION 1010. Additional Amounts. . . . . . . . . . . . . . . . . . . . . .63
SECTION 1011. Waiver of Certain Covenants . . . . . . . . . . . . . . . . .64
ARTICLE ELEVEN - REDEMPTION OF SECURITIES. . . . . . . . . . . . . . . . . . .64
SECTION 1101. Applicability of Article. . . . . . . . . . . . . . . . . . .65
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . .65
SECTION 1103. Selection by Trustee of Securities to Be Redeemed . . . . . .65
SECTION 1104. Notice of Redemption. . . . . . . . . . . . . . . . . . . . .65
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . .67
SECTION 1106. Securities Payable on Redemption Date . . . . . . . . . . . .67
SECTION 1107 Securities Redeemed in Part . . . . . . . . . . . . . . . . .68
SECTION 1108. Conversion Arrangement on Call for Redemption . . . . . . . .68
ARTICLE TWELVE - SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . .69
SECTION 1201. Applicability of Article. . . . . . . . . . . . . . . . . . .69
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities . . . .69
SECTION 1203. Redemption of Securities for Sinking Fund . . . . . . . . . .70

<PAGE>

ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS. . . . . . . . . . . . .70
SECTION 1301. Applicability of Article. . . . . . . . . . . . . . . . . . .70
SECTION 1302. Repayment of Securities . . . . . . . . . . . . . . . . . . .70
SECTION 1303. Exercise of Option. . . . . . . . . . . . . . . . . . . . . .71
SECTION 1304. When Securities Presented for Repayment Become Due and
Payable . . . . . . . . . . . . . . . . . . . . . . . . . . .71
SECTION 1305. Securities Repaid in Part . . . . . . . . . . . . . . . . . .72
ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE. . . . . . . . . . . . .72
SECTION 1401. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance . . . . . . . . . . . . . .73
SECTION 1402. Defeasance and Discharge. . . . . . . . . . . . . . . . . . .73
SECTION 1403. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . .73
SECTION 1404. Conditions to Defeasance or Covenant Defeasance . . . . . . .74
SECTION 1405. Deposited Money and Government Obligations To Be Held in
Trust; Other Miscellaneous Provisions . . . . . . . . . . . .76
ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES. . . . . . . . . . . . . .77
SECTION 1501. Purposes For Which Meetings May Be Called . . . . . . . . . .77
SECTION 1502. Call, Notice and Place of Meetings. . . . . . . . . . . . . .77
SECTION 1503. Persons Entitled to Vote at Meetings. . . . . . . . . . . . .77
SECTION 1504. Quorum: Action . . . . . . . . . . . . . . . . . . . . . . .78
SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . .79
SECTION 1506. Counting Votes and Recording Action of Meetings . . . . . . .80
ARTICLE SIXTEEN - CONVERSION OF SECURITIES . . . . . . . . . . . . . . . . . .80
SECTION 1601. Applicability of Article. . . . . . . . . . . . . . . . . . .80
SECTION 1602. Right of Holders to Convert Securities into Common Shares . .80
SECTION 1603. Issuance of Common Shares on Conversions. . . . . . . . . . .81
SECTION 1604. No Payment or Adjustment for Interest or Dividends. . . . . .82
SECTION 1605. Adjustment of Conversion Price. . . . . . . . . . . . . . . .82
SECTION 1606. No Fractional Shares to be Issued . . . . . . . . . . . . . .86
SECTION 1607. Preservation of Conversion Rights Upon Consolidation,
Merger, Sale or Conveyance. . . . . . . . . . . . . . . . . .86
SECTION 1608. Notice to Holders of the Securities of a Series Prior to
Taking Certain Types of Action. . . . . . . . . . . . . . . .87
SECTION 1609. Covenants to Reserve Shares for Issuance on Conversion of
Securities. . . . . . . . . . . . . . . . . . . . . . . . . .88
SECTION 1610. Compliance with Governmental Requirements . . . . . . . . . .88
SECTION 1611. Payment of Taxes Upon Certificates for Shares Issued Upon
Conversion. . . . . . . . . . . . . . . . . . . . . . . . . .88
SECTION 1612. Trustee's Duties With Respect to Conversion Provisions. . . .89
SECTION 1613. Conversion of Securities Into Preferred Stock . . . . . . . .89
ARTICLE SEVENTEEN - SUBORDINATION OF SECURITIES. . . . . . . . . . . . . . . .89
SECTION 1701. Securities Subordinated to Senior Indebtedness. . . . . . . .89
SECTION 1702. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . .91
SECTION 1703. Obligations of the Company Unconditional. . . . . . . . . . .91
SECTION 1704. Payments on Securities Permitted. . . . . . . . . . . . . . .92

<PAGE>

SECTION 1705. Effectuation of Subordination by Trustee. . . . . . . . . . .92
SECTION 1706. Knowledge of Trustee. . . . . . . . . . . . . . . . . . . . .92
SECTION 1707. Trustee May Hold Senior Indebtedness. . . . . . . . . . . . .92
SECTION 1708. Rights of Holders of Senior Indebtedness Not Impaired . . . .92

TESTIMONIUM
SIGNATURES AND SEALS
ACKNOWLEDGEMENTS
EXHIBIT A - FORMS OF CERTIFICATION

<PAGE>

BRE PROPERTIES, INC.

Reconciliation and tie between Trust Indenture Act of 1939 (the "1939
Act") and Indenture, dated as of January ___, 1997.

1939 ACT SECTION INDENTURE SECTION
- ---------------- -----------------
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . 607(a)
(a)(2) . . . . . . . . . . . . . . . . . . . . . 607(a)
(b). . . . . . . . . . . . . . . . . . . . . . . 607(b), 608
Section 312(c). . . . . . . . . . . . . . . . . . . . . . . 701
Section 314(a). . . . . . . . . . . . . . . . . . . . . . . 703
(a)(4) . . . . . . . . . . . . . . . . . . . . . 1006
(c)(1) . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . 102
(e). . . . . . . . . . . . . . . . . . . . . . . 102
Section 315(b). . . . . . . . . . . . . . . . . . . . . . . 601
Section 316(a) (last sentence). . . . . . . . . . . . . . . 101 ("Outstanding")
(a)(1)(A). . . . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B). . . . . . . . . . . . . . . . . . . . 513
(b). . . . . . . . . . . . . . . . . . . . . . . 508
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . 504
Section 318(a). . . . . . . . . . . . . . . . . . . . . . . 111
(c). . . . . . . . . . . . . . . . . . . . . . . 111

___________________________

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

Attention should also be directed to Section 318(c) of the 1939 Act,
which provides that the provisions of Sections 310 to and including 317 of the
1939 Act are a part of and govern every qualified indenture, whether or not
physically contained therein.

<PAGE>

INDENTURE dated as of _________________, 1997, between BRE PROPERTIES,
INC., a Maryland corporation (hereinafter called the "Company"), having its
principal office at One Montgomery Street, Telesis Tower, Suite 2500, San
Francisco, California 94104-5525, and [___________________],a corporation duly
organized and existing under the laws of the State of ______________, as Trustee
hereunder (hereinafter called the "Trustee"), having its Corporate Trust Office
at [______________________ ______________________].

RECITALS OF THE COMPANY

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP; and

<PAGE>

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

Certain terms, used principally in Article Three, Article Five, Article Six
and Article Ten, are defined in those Articles.

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

"ADDITIONAL AMOUNTS" means any additional amounts which are required by a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on
certain Holders and which are owing to such Holders.

"AUTHENTICATING AGENT" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

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

"BANKRUPTCY LAW" has the meaning specified in Section 501.

"BEARER SECURITY" means any Security established pursuant to Section 201
which is payable to bearer.

<PAGE>

"BOARD OF DIRECTORS" means the board of directors of the Company, the
executive committee or any committee of that board duly authorized to act
hereunder.

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

"CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or its
successor.

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

"COMMON SHARES" means, with respect to any Person, capital stock issued by
such Person other than Preferred Shares.

"CONVERSION EVENT" means the cessation of use of (i) a Foreign Currency
both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the ECU both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) any currency unit
(of composite currency) other than the ECU for the purposes for which it was
established.

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

<PAGE>

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

"CUSTODIAN" has the meaning specified in section 501.

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

"DEFAULTED INTEREST" has the meaning specified in Section 307.

"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.

"ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Communities.

"EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

"EUROPEAN COMMUNITIES" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.

<PAGE>

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

"EVENT OF DEFAULT" has the meaning specified in Article Five.

"EXCESS PROCEEDS" has the meaning specified in Section 1609.

"GAAP" means generally accepted accounting principles, as in effect from
time to time, as used in the United States applied on a consistent basis.

"GOVERNMENT OBLIGATIONS" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Debt Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the foreign
currency in which the Debt Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest or
on principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, PROVIDED that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

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

<PAGE>

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

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

"INTEREST", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1005, includes such
Additional Amounts.

"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, deed of trust, lien, charge, pledge, security
interest or other encumbrance of any kind.

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

"OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel
for the Company or who may be an employee of or other counsel for the Company
and who shall be satisfactory to the Trustee.

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

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

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

<PAGE>

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

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

(v) Debt Securities converted into Common Shares or Preferred Shares
in accordance with or as contemplated by this Indenture, if the terms of
such Debt Securities provide for convertibility pursuant to Section 301;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by TIA Section 313, (i) the principal amount of
an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined pursuant to Section 301 as of the date such
Security is originally issued by the Company, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(i) above) of such Security, (iii) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall
be deemed outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise provided
with respect to such Security pursuant to Section 301, and (iv) Debt Securities
owned by the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in

<PAGE>

determining whether the Trustee shall be protected in making such calculation
or in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Debt Securities which the Trustee knows to be
so owned shall be so disregarded. Debt 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 Debt Securities and that the pledgee is not the Company
or any other obligor upon the Debt Securities or any Affiliate of the Company
or of such other obligor.

"PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Debt Securities or coupons
on behalf of the Company.

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

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

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

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

"REGISTERED SECURITY" shall mean any Security which is registered in the
Security Register.

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

<PAGE>

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

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

"RESPONSIBLE OFFICER", when used with respect to the Trustee, means the
chairman or vice-chairman of the board of directors, the chairman or vice-
chairman of the executive committee of the board of directors, the president,
any vice president (whether or not designated by a number or a word or words
added before of after the title "vice president"), the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers.

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 305.

"SENIOR INDEBTEDNESS" means (i) the principal of and premium, if any, and
unpaid interest, if any, on indebtedness for money borrowed or evidenced by a
bond, note, debenture or similar instrument, (ii) purchase money and similar
obligations, (iii) obligations under capital leases, (iv) guarantees,
assumptions or purchase commitments relating to, or other transactions as a
result of which the Company is responsible for the payment of, indebtedness and
obligations of others of the types referred to in clauses (i) through (iii)
above, (v) renewals, extensions and refunding of any such indebtedness or
obligations, (vi) interest in respect of any such indebtedness or obligations
accruing after the commencement of any insolvency or bankruptcy proceedings and
(vii) obligations associated with derivative products such as interest rate and
currency exchange contracts, foreign exchange contracts, commodity contracts,
and similar arrangements, unless, in each case, the instrument by which the
Company incurred, assumed or guaranteed the indebtedness or obligations
described in clauses (i) through (vii) expressly provides that such indebtedness
or obligation is subordinate or junior in right of payment to all other
indebtedness of the Company or is not senior in right of payment to the
Subordinated Debt Securities or ranks pari passu with or subordinate to the
Subordinated Debt Securities in right of payment.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Debt Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

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

<PAGE>

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

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

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

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an 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 provisions of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

<PAGE>

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

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

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

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

<PAGE>

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

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

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

(e) If the Company shall solicit from the Holders of Registered Debt
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.

<PAGE>

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

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

(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
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
Indenture or at any other address previously furnished in writing to the Trustee
by the Company.

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

<PAGE>

herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.

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

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

SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

SECTION 108. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture by the company shall bind its successors and assigns, whether so
expressed or not.

<PAGE>

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

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

SECTION 111. GOVERNING LAW. This Indenture and the Debt Securities and
coupons shall be governed by and construed in accordance with the law of the
State of California. This Indenture is subject to the provisions of the TIA
that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.

SECTION 112. LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or any Security or
coupon other than a provision in the Debt Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium, 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, Redemption Date, Repayment Date or
sinking fund payment date, or at the Stated Maturity or Maturity, PROVIDED that
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.

ARTICLE TWO
SECURITIES FORMS

SECTION 201. FORMS OF DEBT SECURITIES. The Registered Debt Securities, if
any, of each series and the Bearer Debt Securities, if any, of each series and
related coupons shall be in substantially the forms as shall be established in
one or more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Debt Securities may be listed, or to conform to usage.

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

<PAGE>

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to
Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

[________________]
as Trustee

By_________________________________
Authorized Officer

SECTION 203. DEBT SECURITIES ISSUABLE IN GLOBAL FORM. If Debt Securities
of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (8) of Section 301 and the
provisions of Section 302, any such Security shall represent such of the
Outstanding Debt Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Debt
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Debt Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Debt Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel.

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

17
<PAGE>

Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, 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 309 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company an
the trustee shall treat as the Holder of such principal amount of Outstanding
Debt Securities represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent global
Security in bearer form, Euroclear or CEDEL.

ARTICLE THREE
THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Debt Securities which may be authenticated and delivered
under this Indenture is unlimited.

The Debt Securities may be issued in one or more series. There shall be
established in one or more Board Resolution or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of Debt
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (15) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Debt Securities of the series when issued from time to time):

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

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

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

(4) the rate or rates at which the Debt Securities of the series shall
bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue or the
method by which such date or dates shall be determined, the Interest Payment
Dates on which such interest will be payable and the Regular Record Date, if
any, for the interest payable on any Registered Security on any Interest Payment
Date, or the method by which such date shall be determined, and the method by
which such date shall be

<PAGE>

determined, and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;

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

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

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

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

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

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

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

<PAGE>

more currencies, currency units, composite currencies, commodities, equity
indices or other indices), and the manner in which such amounts shall be
determined;

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

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

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

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

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

(18) the Person to whom any interest on any Registered Security of the
series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Debt 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

<PAGE>

a temporary global Security on an Interest Payment Date will be paid if other
that in the manner provided in Section 304;

(19) the applicability, if any, of Sections 1402 and/or 1403 to the Debt
Securities of the series and any provisions in modification of, in addition to
or in lieu of any of the provisions of Article Fourteen;

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

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

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

(23) the obligation, if any, of the Company to permit the conversion of the
Debt Securities of such series into the Company's Common Shares or Preferred
Shares, (and the class thereof), as the case may be, and the terms and
conditions upon which such conversion shall be effected (including, without
limitation, the initial conversion price or rate, the conversion period, any
adjustment of the applicable conversion price, and any requirements relative to
reservation of shares for purposes of conversion; and

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

If any of the terms of the Debt Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officer's Certificate setting forth the terms of the Debt
Securities of such series.

<PAGE>

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

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Debt
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon, and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Debt Securities and coupons may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Debt Securities.

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

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Debt Securities of any series, together with
any coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Debt Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Debt Securities; PROVIDED, HOWEVER,
that, in connection with its original issuance, no Bearer Security shall be
mailed or otherwise delivered to any location in the United States; and PROVIDED
FURTHER that, unless otherwise specified with respect to any series of Debt
Securities pursuant to Section 301, a Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate to Euroclear or CEDEL,
as the case may be, in the form set forth in Exhibit A-1 to this Indenture or
such other certificate as may be specified with respect to any series of Debt
Securities pursuant to Section 301, dated no earlier than 15 days prior to the
earlier of the date on which such Bearer Security is delivered and the date on
which any temporary Security first becomes exchangeable for such Bearer Security
in accordance with the terms of such temporary Security and this Indenture. If
any Security shall be represented by a permanent global Bearer Security, then,
for purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any

<PAGE>

Bearer Security unless all appurtenant coupons for interest then matured have
been detached and canceled.

(i) an Opinion of Counsel stating that

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

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

(ii) an Officers' Certificate stating that all conditions precedent
provided for in this Indenture relating to the issuance of the Debt
Securities have been complied with and that, to the best of the knowledge
of the signers of such certificate, that no Event of Default with respect
to any of the Debt Securities shall have occurred and be continuing.

Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Debt Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate otherwise
required pursuant to Section 301 or a Company Order, or an Opinion of Counsel or
an Officers' Certificate otherwise required pursuant to the preceding paragraph
at the time of issuance of each Security of such series, but such order, opinion
and

<PAGE>

certificates, with appropriate modifications to cover such future issuance's,
shall be delivered at or before the time of issuance of the first Security of
such series.

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

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

SECTION 304. TEMPORARY DEBT SECURITIES. (a) Pending the preparation of
definitive Debt Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Debt
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Debt 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 Debt Securities may
determine, as conclusively evidenced by their execution of such Debt Securities.
In the case of Debt Securities of any series, such temporary Debt Securities may
be in global form.

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

<PAGE>

respects be entitled to the same benefits under this Indenture as definitive
Debt Securities of such series.

(b) Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(b) shall govern the exchange of temporary Debt Securities issued in
global form other than through the facilities of The Depository Trust Company.
If any such temporary Debt Securities of any series are issued in global form,
then such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euroclear and CEDEL, for credit to the
respective accounts of the beneficial owners of such Debt 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 Debt Securities, 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 Debt Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Debt Securities of the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged. The definitive Debt 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 by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; PROVIDED,
HOWEVER, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depositary, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL as to the portion of such temporary global
Security held for its account then to be exchanged, each in the form set forth
in Exhibit A-2 to this Indenture or in such other form as may be established
pursuant to Section 301; and PROVIDED FURTHER that definitive Bearer Debt
Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303.

Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Debt Securities of a series in a temporary global
Security shall be exchanged for definitive Debt Securities of the same series
and of like tenor following the Exchange Date when the account holder instructs
Euroclear or CEDEL, as the case may be, to request such exchange on his behalf
and delivers to Euroclear or CEDEL, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such
series of Debt Securities and each Paying Agent. Unless

<PAGE>

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 Debt Securities
must bear the cost of insurance, postage, transportation and the like unless
such Person takes delivery of such definitive Debt Securities in person at
the offices of Euroclear or CEDEL. Definitive Debt 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 Debt
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities of the same series and of
like tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Debt Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear
and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to
the Trustee of a certificate or certificates in the form set forth in Exhibit A-
2 to this Indenture (or in such other forms as may be established pursuant to
Section 301), for credit without further interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial owners
of such temporary global Security on such Interest Payment Date and who have
each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such
other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made
will be exchanged for definitive Debt Securities of the same series and of like
tenor on the Exchange Date or the date of certification if such date occurs
after the Exchange Date, without further act or deed by such beneficial owners.
Except as otherwise provided in this paragraph, no payments of principal or
interest owing with respect to a beneficial interest in a temporary global
Security will be made unless and until such interest in such temporary global
Security shall have been exchanged for an interest in a definitive Security.
Any interest so received by Euroclear and CEDEL and not paid as herein provided
shall be returned, prior to the expiration of two years after such Interest
Payment Date, (i) to the Trustee, in order to be repaid to the Company, if
originally paid by the Trustee, and (ii) to the Company, if originally paid by
the Company. The Trustee shall be under no duty to make any inquiry of either
Euroclear or CEDEL as to whether any such interests remains unpaid.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust Office of the trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Debt Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Debt Securities and of transfers of
Registered Debt Securities. The Security Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed

<PAGE>

"Security Registrar" for the purpose of registering Registered Debt Securities
and transfers of Registered Debt Securities on such Security Register as herein
provided. In the event that the Trustee shall cease to be Security Registrar,
it shall have the right to examine the Security Register at all reasonable
times.

Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Debt
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount, bearing a number not contemporaneously outstanding,
and containing identical terms and provisions.

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

If (but only if) permitted by the applicable Board Resolution and (subject
to Section 303) set forth in the applicable Officers' Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Debt Securities of any series may be exchanged for
Registered Debt Securities of the same series of any authorized denominations
and of a like aggregate principal amount and tenor, upon surrender of the Bearer
Debt Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Debt Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the portion of
such payment equal to the face amount of such surrendered coupon; PROVIDED,
HOWEVER, that, except as otherwise provided in section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment

<PAGE>

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.

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depositary for any permanent global
Security is the Depository trust Company ("DTC"), then, unless the terms of such
global Security expressly permit such global Security to be exchanged in whole
or in part for definitive Debt Securities, a global Security may be transferred,
in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to
DTC, or to a successor to DTC for such global Security selected or approved by
the Company or to a nominee of such successor to DTC. If at any time DTC
notifies the Company that it is unwilling or unable to continue as depositary
for the applicable global Security or Debt Securities or if at any time DTC
ceases to be a clearing agency registered under the Securities Exchange Act
of 1934 if so required by applicable law or regulation, the Company shall
appoint a successor depositary with respect to such global Security or Debt
Securities. If (x) a successor depositary for such global Security or Debt
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, (y) an Event of
Default has occurred and is continuing and the beneficial owners representing a
majority in principal amount of the applicable series of Debt Securities
represented by such global Security or Debt Securities advise DTC to cease
acting as depository for such global Security or securities, or (z) the Company,
in its sole discretion, determines at any time that all Outstanding Debt
Securities (but not less than all) of any series issued or issuable in the form
of one or more global Debt Securities shall no longer be represented by such
global Security or Debt Securities, then the Company shall execute, and the
Trustee shall authenticate and deliver, definitive Debt Securities of like
series, rank, tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such global Security or Debt Securities.
If any beneficial owner of any interest in a permanent global Security is
otherwise entitled to exchange such interest for Debt Securities of such series
and of like tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301 and provided that any
applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver, definitive Debt
Securities in aggregate principal amount equal to the principal amount of such
beneficial owner's interest in such permanent global Security. On or after the
earliest date on which such interests may be so exchanged, such permanent global
Security shall be surrendered for exchange by DTC or such other depositary as
shall be specified in the Company Order with respect thereto to the Trustee, as
the Company's agent for such purpose; PROVIDED, HOWEVER, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Debt Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and PROVIDED FURTHER that no

<PAGE>

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

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

No service charge shall be made for any registration of transfer or
exchange or redemption of Debt 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 Debt
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer.

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

<PAGE>

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES. If
any mutilated Security or a Security with a mutilated coupon appertaining to it
is surrendered to the trustee or the Company, together with, in proper cases,
such security or indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.

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

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

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

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

<PAGE>

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise specified with respect to a series of Debt Securities in accordance
with the provisions of Section 301 or as provided in Article XVI with respect to
Debt Securities convertible into Common Shares or Preferred Shares, interest on
any registered Security that is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Debt Securities) is registered at the close
of business on the regular Record Date for such interest at the office or agency
of the Company maintained for such purpose pursuant to Section 1002; PROVIDED,
HOWEVER, that each installment of interest on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to section 308,
to the address of such Person as it appears on the Security Register or
(ii) transfer to an account maintained by the payee located inside the United
States.

Unless otherwise provided as contemplated by Section 301 with respect to
the Debt Securities of any series, payment of interest may be made, in the case
of a Bearer Security, by transfer to an account maintained by the payee with a
bank located outside the United States. Unless otherwise provided as
contemplated by Section 301, every permanent global Security will provide that
interest, if any, payable on any Interest Payment Date will be paid to DTC,
Euroclear and/or CEDEL, as the case may be, with respect to that portion of such
permanent global Security held for its account by Cede & Co. or the Common
Depositary, as the case may be, for the purpose of permitting such party to
credit the interest received by it in respect of such permanent global Security
to the accounts of the beneficial owners thereof.

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

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

(1) The Company may elect to make payment of any Defaulted Interest
to the persons in whose names the Registered Debt Securities of such series
(or their respective

<PAGE>

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

(2) The company may make payment of any Defaulted Interest on the
Registered Debt Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Debt Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the

<PAGE>

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

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

SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium, if any), and (subject to
Sections 305 and 307) interest on, such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

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

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

<PAGE>

and all Debt Securities so delivered shall be promptly canceled by the
Trustee. If the Company shall so acquire any of the Debt Securities,
however, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Debt Securities unless and until the
same are surrendered to the Trustee for cancellation. No Debt Securities
shall be authenticated in lieu of or in exchange for any Debt Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. Canceled Debt Securities and coupons held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of such
destruction to the Company, unless by a Company Order the Company directs
their return to it.

ARTICLE FOUR
SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Debt Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Debt Securities of
such series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1005), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

(1) either

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

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

(i) have become due and payable, or

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

<PAGE>

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose an amount in the currency or currencies, currency unit or units or
composite currency or currencies in which the Debt Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such Debt
Securities and such coupons not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, and any
Additional Amounts with respect thereto, to the date of such deposit (in the
case of Debt 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 as to
such series have been complied with. Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee and
any predecessor Trustee under Section 606, the obligations of the Company to any
Authenticating Agent under Section 611 and, if money shall have been deposited
with and held by the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last paragraph
of Section 1003 shall survive.

SECTION 402. APPLICATION OF TRUST FUNDS. Subject to the provisions of the
last paragraph of Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Debt 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 be Persons
entitled thereto, of the principal (and premium, if any), and any interest and
Additional Amounts for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds
except to the extent required by law.

ARTICLE FIVE
REMEDIES

SECTION 501. EVENTS OF DEFAULT. "Event of Default," wherever used herein
with respect to any particular series of Debt Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body);

<PAGE>

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

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

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

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture with respect to any Security of that
series (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Debt 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) if any event of default under any bond, debenture, note or other
evidence of indebtedness of the Company (including an event of default with
respect to any other series of Debt Securities), or under any mortgage,
indenture or other instrument of the Company under which there may be issued or
by which there may be secured or evidenced any indebtedness of the Company (or
by any Subsidiary, the repayment of which the Company has guaranteed or for
which the Company is directly responsible or liable as obligor or guarantor),
whether such indebtedness now exists or shall hereafter be created, shall happen
and shall result in an aggregate principal amount exceeding $20,000,000 becoming
or being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged,
or such acceleration having been waived, rescinded or annulled, within a period
of 10 days after there shall have been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 10% in principal amount of the Outstanding Debt Securities of that
series a written notice specifying such default and requiring the Company to
cause such indebtedness to be discharged or cause such indebtedness to be
discharged or cause such acceleration to be rescinded or annulled and stating
that such notice is a "Notice of Default" hereunder. Subject to the provisions
of Section 601, the Trustee shall not be deemed to have knowledge of such
default unless either (A) a Responsible Officer of the Trustee shall have actual
knowledge of such default of (B) the Trustee shall have received written notice
thereof from the Company, from any Holder, from the holder of any such
indebtedness or from the trustee under any such mortgage, indenture or other
instrument; or

(6) the Company or any Significant Subsidiary of the Company pursuant
to or within the meaning of any Bankruptcy Law;

<PAGE>

(A) commences a voluntary case,

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

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

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

(A) is for relief against the Company or any Significant
Subsidiary of the Company in an involuntary case,

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

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

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

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

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Debt Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of that series may declare the principal (or, if any Debt Securities
are Original Issue Discount Debt Securities or Indexed Debt Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Debt Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof shall become
immediately due and payable.

<PAGE>

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay in the currency, currency unit or composite currency in which
the Debt Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Debt Securities of such series):

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

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

(C) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest and any Additional Amounts
at the rate or rates borne by or provided for in such Debt 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 Debt Securities of that series,
other than the nonpayment of the principal of (or premium, if any) or interest
on Debt Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
513.

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

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

(1) default is made in the payment of any installment of interest or
Additional Amounts, if any, on any Security of any series and any related coupon
when such interest or Additional Amounts 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 its Maturity, then the Company will,
upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of such Debt Securities of such series and coupons, the whole amount then due
and payable on such Debt Securities and coupons for principal (and premium, if
any) and interest and Additional Amounts; with interest upon any overdue
principal (and premium, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installments of interest or
Additional Amounts, if any, at

<PAGE>

the rate or rates borne by or provided for in such Debt Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

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

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Debt Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Debt Securities of any series shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount, or such lesser amount
as may be provided for in the Debt Securities of such series, of principal (and
premium, if any) and interest and Additional Amounts, if any, owing and unpaid
in respect of the Debt 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 composition, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the Holders allowed in
such judicial proceeding, and

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

<PAGE>

due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee and any predecessor Trustee, their agents predecessor
Trustee under Section 606.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Debt 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 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
SECURITIES OR COUPONS. All rights of action and claim under this Indenture or
any of the Debt Securities or coupons may be prosecuted and enforced by the
Trustee without the possession of any of the Debt 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 Debt Securities and coupons in respect of which such judgment has been
recovered.

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

SECOND: To the payment of amounts then due and unpaid to the holders of
the Senior Indebtedness, to the extent required by Article XVII;

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

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

SECTION 507. LIMITATION ON SUITS. No Holder of any Security of any series
or any related coupon shall have any rights 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:

<PAGE>

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

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

(3) such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to the Trustee 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 Debt Securities of that series;

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM,
IF ANY, AND INTEREST AND ADDITIONAL AMOUNTS. Notwithstanding any other
provision in this Indenture, the Holder of any Security or coupon shall have the
right which is absolute and unconditional to receive payment of the principal of
(and premium, if any) and (subject to Sections 305 and 307) interest on, and any
Additional Amounts in respect of, such Security or coupon (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

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

<PAGE>

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

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

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

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

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

SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Debt Securities of any series
may on behalf of the Holders of all the Debt Securities of such series and any
related coupons waive any past default hereunder with respect to such series and
its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or interest on
or Additional Amounts payable in respect of any Security of such series or any
related coupons, or

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

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such

<PAGE>

waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

SECTION 515. UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable cost, including
reasonable attorneys' fees, against any party litigant in such suit having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date.

ARTICLE SIX
THE TRUSTEE

SECTION 601. NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Debt Securities of any series, the
Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; PROVIDED, HOWEVER, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on or any Additional Amounts with respect to any Security interest on
or any Additional Amounts with respect to any Security of such series, or in the
payment of any sinking or purchase fund installment with respect to the Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Debt Securities and coupons of such series; and PROVIDED FURTHER that in
the case of any default or breach of the character specified in Section 501(4)
with respect to the Debt Securities and coupons of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to the Debt Securities of such series.

<PAGE>

SECTION 602. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of TIA
Section 315(a) through 315(d):

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

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

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

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

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

(6) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon or other paper or documents, 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;

<PAGE>

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

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

SECTION 606. COMPENSATION AND REIMBURSEMENT. The Company agrees:

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

(2) except as otherwise expressly provided herein, to reimburse each of
the Trustee and 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 reasonable
compensation and the expenses and disbursements of its agents and

<PAGE>

counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

(3) to indemnify each of 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 own 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 501(6) or Section 501(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under applicable Federal or state bankruptcy, insolvency or other
similar law.

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

SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1 and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirement of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in this most recent report of condition so published. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

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

<PAGE>

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

(d) If at any time:

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

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

(3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,
then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all Debt
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Debt Securities
and the appointment of a successor Trustee or Trustees.

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

<PAGE>

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

SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Debt
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation of 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 request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its lien and claim, if any, provided
for in Section 606.

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

<PAGE>

(c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in 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 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Debt Securities or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Debt Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Debt Securities or coupons. In case any Debt Securities or
coupons shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Debt Securities or coupons,
in either its own name or that of its predecessor Trustee, with the full force
and effect which this Indenture provides for the certificate of authentication
of the Trustee.

SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any of
the Debt Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Debt
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, registration
of transfer or partial redemption thereof, and Debt Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Any
such appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Company. Wherever references is made n this Indenture to the
authentication and delivery of Debt Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and, except as may otherwise be provided pursuant to Section 301, shall
at all times be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States of America or
of any State or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or the requirement of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In

<PAGE>

case 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, conversation or consolidation to which such Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

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

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

[____________________], as Trustee

By ____________________________
as Authenticating Agent

<PAGE>

By ____________________________
as Authorized Signature

ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every Holder
of Debt Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Debt Securities in accordance with TIA Section
312, regardless of the source from which information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).

SECTION 702. REPORTS BY TRUSTEE. Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Debt Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of
Debt Securities as provided in TIA Section 313(c) a brief report dated as of
such May 15 if required by TIA Section 313(a).

SECTION 703. REPORTS BY COMPANY. The Company will:

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

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

<PAGE>

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

SECTION 704. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee:

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

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

ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES
AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company will
not, in any transaction or series of related transactions, consolidate with,
or sell, lease, assign, transfer or otherwise convey all or substantially all
of its assets to, or merge with or into any other Person unless (i) either
the Company shall be the continuing corporation, or the successor Person (if
other than the Company) formed by or resulting from any such consolidation or
merger or which shall have received the transfer of such assets is a
corporation organized and existing under the laws of the United States or a
State thereof or the District of Columbia and shall expressly assume by
supplemental indenture complying with Article Nine hereof, satisfactory to
the Trustee, and executed and delivered to the Trustee by such corporation,
the due and punctual payment of the principal of (and premium, if any) and
interest, if any, on and all Additional Amounts, if any, payable in respect
of, all of the outstanding Debt Securities, according to their tenor, and the
due and punctual performance and observance of all of the other covenants and
conditions contained in the Outstanding Debt Securities and this Indenture and
(ii) immediately after giving effect to such transaction and treating any
Debt (including Acquired Debt) which becomes an obligation of the Company or
any of its Subsidiaries as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no

<PAGE>

Event of Default, and no event which, after notice or the lapse of time, or
both, would become an Event of Default, shall have occurred and be
continuing. In the event that the Company is not continuing corporation,
then, for the purposes of clause (ii) of the preceding sentence, the referred
to in such clause (ii).

SECTION 802. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any
such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party of
the first part, and the predecessor corporation, except in the event of a lease,
shall be relieved of any further obligation under this Indenture and the Debt
Securities. Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company, any or all of
the Debt Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Debt Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Debt Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Debt Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debt Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Debt Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance, such
changes in phraseology and form (but not in substance) may be made in the Debt
Securities thereafter to be issued as may be appropriate.

ARTICLE NINE
SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders of Debt Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, 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 Debt Securities contained; or

<PAGE>

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

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

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

(7) to establish the form or terms of Debt Securities of any series and
any related coupons as permitted by Sections 201 and 301, including the
provisions and procedures providing for the adjustment of conversion rights
pursuant to Section 1607 with respect to Debt Securities convertible into common
Shares and as otherwise contemplated by Section 1613 with respect to Debt
Securities convertible into Preferred Shares; or

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

<PAGE>

the provisions of this Indenture, PROVIDED such provisions shall not
adversely affect the interests of the Holders of Debt Securities of any
series or any related coupons in any material respect; or

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

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

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

(3) modify any of the provisions of this Section, Section 513, or Section
1005 except to increase the percentage required to effect such action or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected
thereby; or

<PAGE>

(4) subordinate the indebtedness evidenced by the Debt Securities to any
indebtedness of the Company other than Senior Indebtedness.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

ARTICLE TEN
COVENANTS

<PAGE>

interest on and any Additional Amounts payable in respect of the Debt
Securities of that series in accordance with the terms of such series of Debt
Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 301 with respect to any series
of Debt Securities, any interest due on and any Additional Amounts payable in
respect of Bearer Debt Securities on or before Maturity, other than
Additional Amounts, if any, payable as provided in Section 1005 in respect of
principal of (or premium, if any, on) such a Security, shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. Unless
otherwise specified with respect to Debt Securities of any series pursuant to
Section 301, at the option of the Company, all payments of principal may be
paid by check to the registered Holder of the Registered Security or other
person entitled thereto against surrender of such Security.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. If Debt Securities of a
series are issuable only as Registered Debt Securities, the Company shall
maintain in each Place of Payment for any series of Debt Securities an office or
agency where Debt Securities of that series may be presented or surrendered for
payment or conversion, where Debt Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Debt Securities of that series and this
Indenture may be served. If Debt Securities of a series are issuable as Bearer
Debt Securities, the Company will maintain: (A) in [the Borough of Manhattan,
The City of New York], an office or agency where any Registered Debt Securities
of that series may be presented or surrendered for payment or conversion, where
any Registered Debt Securities of that series may be surrendered for
registration of transfer, where Debt Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Debt 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 Debt Securities of that
series and related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Debt Securities of that
series pursuant to Section 1005) or conversion; PROVIDED, HOWEVER, that if the
Debt Securities of that series are listed on 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 Debt
Securities of that series in Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Debt Securities of
that series are listed on such exchange; and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered Debt
Securities of that series may be surrendered for registration of transfer, where
Debt Securities of that series may be surrendered for exchange and where notices
and demands to or upon the Company in respect of the Debt Securities of that
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, except that Bearer Debt
Securities of that series and the related coupons may be presented and
surrendered for payment (including

<PAGE>

payment of any Additional Amounts payable on Bearer Debt Securities of that
series pursuant to Section 1005) at the offices specified in the Security, in
[London, England], and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands, and
the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Debt Securities pursuant to
Section 301, no payment of principal, premium or interest on or Additional
Amounts in respect of Bearer Debt Securities shall be made at any office or
agency of the Company in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a bank located in
the United States; PROVIDED, HOWEVER, that, if the Debt Securities of a series
are payable in Dollars, payment of principal of any premium and interest on any
Bearer Security (including any Additional Amounts payable in respect of Debt
Securities of such series pursuant to Section 1005) shall be made at the office
of the Company's Paying Agent in the [Borough of Manhattan, The City of New
York], if (but only if) payment in Dollars of the full amount of such principal,
premium, interest or Additional Amounts, as the case may be, at all offices or
agencies outside the Untied States maintained for the purpose by the Company in
accordance with this Indenture, is illegal or effectively precluded by exchange
controls or other similar restrictions.

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

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

<PAGE>

301 for the Debt Securities of such series) sufficient to pay the principal
(and premium, if any) or interest or Additional Amounts so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to
act.

(1) hold all sums held by it for the payment of principal of (and premium,
if any) or interest on Debt Securities 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 Debt Securities) in the making of any such payment of principal
(and premium, if any) or interest; and

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

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

<PAGE>

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 notice to be mailed to the
holders of such Debt Securities or published once, in an Authorized Newspaper,
to the effect 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 mailing or
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 1004. EXISTENCE. Subject to Article Eight, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and
franchises; PROVIDED, HOWEVER, that the Company will not be required to
preserve any right or franchise if it determines that the preservation
thereof is no longer desirable in the conduct of its business and that the
loss thereof is not disadvantageous in any material respect to the Holders of
the outstanding Debt Securities.

SECTION 1005. MAINTENANCE OF PROPERTIES. The Company will cause all of
its properties used or useful in the conduct of its business or the business of
any Subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; PROVIDED, HOWEVER, that nothing in this Section shall prevent the
Company or any Subsidiary from selling or otherwise disposing of for value its
properties in the ordinary course of its business.

SECTION 1006. INSURANCE. The Company will, and will cause each of its
Subsidiaries to, keep all of their respective insurable properties insured
against loss or damage in amounts at least equal to their then full insurable
value with financially sound and reputable insurance companies; provided that
neither the Company nor any of its Subsidiaries shall be required to maintain
earthquake insurance coverage with respect to any property so long as (i) the
Board of Directors of the Company reasonably determines (as evidenced by a
resolution delivered to the Trustee) that earthquake insurance coverage for such
property is not available on commercially reasonable terms, and (ii) not less
frequently than every three months thereafter, the Board of Directors of the
Company reasonably determines (as evidenced by a resolution delivered to the
Trustee) that earthquake insurance coverage for such property is not available
on commercially reasonable terms. In the event that the obligation to maintain
earthquake insurance coverage with respect to any property shall have been
suspended pursuant to the proviso to the preceding sentences but the Company
shall thereafter fail to comply with its obligations under clause (ii) of such
proviso (including, without limitation, because the Board of Directors shall
have determined that earthquake coverage is available on commercially reasonable
terms), then the obligation to maintain earthquake insurance coverage with
respect to such property shall be immediately and automatically reinstated,
subject to the right of the Company thereafter to cause such obligation to again
be suspended by complying with the terms of such proviso.

SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims

<PAGE>

for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary; PROVIDED, HOWEVER,
that the Company shall not be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 1008. PROVISION OF FINANCIAL INFORMATION. Whether or not the
Company is subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company will, to the extent permitted under the Securities
Exchange Act of 1934, file with the Commission the annual reports, quarterly
reports and other documents which the Company would have been required to file
with the Commission pursuant to such Section 13 or 15(d) (the "Financial
Statements") if the Company were so subject, such documents to be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which the Company would have been required so to file such documents if the
Company were so subject.

The Company will also in any event (x) within 15 days of each Required
Filing Date (i) transmit by mail to all Holders, as their names and addresses
appear in the Debt Security Register, without cost to such Holders copies of
the annual reports and quarterly reports which the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 if the Company were subject to such Sections,
and (ii) file with the Trustee copies of the annual reports, quarterly
reports and other documents which the Company would have been required to
file with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 if the Company were subject to such Sections and (y) if
filing such documents by the Company with the Commission is not permitted
under the Securities Exchange Act of 1934, promptly upon written request and
payment of the reasonable cost of duplication and delivery, supply copies of
such documents to any prospective Holder.

SECTION 1009. STATEMENT AS TO COMPLIANCE. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof.
For purposes of this Section 1006, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

SECTION 1010. ADDITIONAL AMOUNTS. If any Debt Securities of a series
provide for the payment of Additional Amounts, the Company will pay to the
Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 301. Whenever
in this Indenture there is mentioned, in any context except in the case of
section 502(1), the payment of the principal of or any premium or interest on,
or in respect of, any Security of any series or payment of any related coupon or
the net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established pursuant to Section 301
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms and express mention of

<PAGE>

the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

Except as otherwise specified as contemplated by Section 301, if the Debt
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
Debt Securities (or if the Debt 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 here 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 any premium
or interest on the Debt Securities of that series shall be made to Holders of
Debt Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Debt Securities of the 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 Debt Securities of that series or related coupons and the Company
will pay to the Trustee or such Paying Agent the Additional Amounts required by
the terms of such Debt Securities. In the event that the trustee or any paying
Agent, as the case may be, shall not so receive the above-mentioned certificate,
then the Trustee or such Paying agent shall be entitled (i) to assume that no
such withholding or deduction is required with respect to any payment of
principal or interest with respect to any Debt Securities of a series or related
coupons until it shall have received a certificate advising otherwise and (ii)
to make all payments of principal and interest with respect to the Debt
Securities of a series or related coupons without withholding or deductions
until otherwise advised. The Company covenants to indemnify the Trustee and any
paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them or
in reliance on any Officers' Certificate furnished pursuant to this Section or
in reliance on the Company's not furnishing such an Officer's Certificate.

SECTION 1011. WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 1004 to 1010, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Debt Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

ARTICLE ELEVEN

<PAGE>

REDEMPTION OF SECURITIES

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Debt Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Debt Securities of any series, the Company shall, at least
45 days prior to the giving of the notice of redemption referred to in Section
1104 (unless a shorter notice shall be satisfactory to the trustee), notify the
Trustee of such Redemption Date and of the principal amount of Debt Securities
of such series to be redeemed. In the case of any redemption of Debt Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Debt Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.

The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Debt Securities selected for redemption
and, in the case of any Debt 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 Debt Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

<PAGE>

redemption as a whole or in part, or any defect in the notice to any such
Holder, shall to affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.

All notices of redemption shall state:

(1) the Redemption Date,

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

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

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

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

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

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

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

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

<PAGE>

(10) the CUSIP number of such Security, if any, and

(11) if applicable, that a Holder of Debt Securities who desires to convert
Debt Securities for redemption must satisfy the requirements for conversion
contained in such Debt Securities the then exiting conversion price or rate, and
the date and time when the option to convert shall expire.

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

SECTION 1105. DEPOSIT OF REDEMPTION PRICE. At or prior to 10:00 a.m.
on any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, which it may
not do in the case of a sinking fund payment under Article Twelve, segregate and
hold in trust as provided in Section 1003) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Debt Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Debt Securities of such series) sufficient to
pay on the Redemption Date the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Debt Securities or portions thereof which are to be redeemed on that date.

SECTION 1106. DEBT SECURITIES PAYABLE ON REDEMPTION DATE Notice of
redemption having been given as aforesaid, the Debt Securities so to be redeemed
shall, on the redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Debt Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Debt
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Debt
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Debt Securities so to
be redeemed, except to the extent provided below, shall be void. Upon surrender
of any such Security for redemption in accordance with said notice, together
with all coupons, if any, appertaining thereto maturing after the Redemption
Date, such Security shall be paid by the company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; PROVIDED,
HOWEVER, that installments of interest on Bearer Debt Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of coupons for such interest; and PROVIDED
FURTHER that, except as otherwise provided with respect to Debt Securities
convertible into Common Shares or Preferred Shares, installments of interest on
Registered Debt Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holder of such Debt Securities, or one
or more Predecessor Debt Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of
Section 307.

<PAGE>

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

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Security.

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

<PAGE>

redemption any such amount paid to it in the same manner as it would pay
moneys deposited with it by the Company for the redemption of Debt
Securities. Without the Trustee's and the Paying Agent's prior written
consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Debt Securities shall increase or otherwise
affect any of the powers, duties, responsibilities or obligations of the
Trustee and the Paying Agent as set forth in this Indenture, and the Company
agrees to indemnify the Trustee and the Paying Agent from, and hold them
harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purpose and conversion or any
Debt Securities between the Company and such purchasers, including the costs
and expenses incurred by the Trustee and the Paying Agent (including the fees
and expenses of their agents and counsel) in the defense of any claim or
liability arising out of or in connection with the exercise or performance of
any of their powers, duties, responsibilities or obligations under this
Indenture.

ARTICLE TWELVE
SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Debt
Securities of a series except as otherwise specified as contemplated by Section
301 for Debt Securities of such series.

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

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT
SECURITIES. The Company may, in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Debt Securities of as series,
(1) deliver Outstanding Debt Securities of such series (other than any
previously called for redemption) together in the case of any Bearer Debt
Securities of such series with all unmatured coupons appertaining thereto and
(2) apply as a credit Debt Securities of such series which have been redeemed
wither at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund payment
pursuant to the terms of such Debt Securities, as provided for by the terms of
such Debt Securities; PROVIDED that such Debt Securities so delivered or applied
as a credit have not been previously so credited. Such Debt Securities shall be
received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Debt Securities for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

<PAGE>

SECTION 1203. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND. Not
less than 60 days prior to each sinking fund payment date for Debt Securities of
any series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the Debt
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Debt Securities of such series) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Debt Securities of
that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the trustee any Debt Securities to be so delivered and credited. If
such Officers' Certificate shall specify an optional amount to be added in cash
to the next ensuing mandatory sinking fund payment, the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Debt Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Debt Securities shall
be made upon the terms and in the manner stated in Section 1106 and 1107.

ARTICLE THIRTEEN
REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1302. REPAYMENT OF DEBT SECURITIES. Debt Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Debt Securities, be repaid
at a price equal to the principal amount thereof, together with interest, if
any, thereon accrued to the Repayment Date specified in or pursuant to the terms
of such Debt Securities. The Company covenants that at or prior to 10:00 a.m.
on the Repayment Date it will deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 1003) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Debt Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Debt Securities of such series) sufficient to
pay the principal (or, if so provided by the terms of the Debt Securities of any
series, a percentage of the principal) of, and (except if the Repayment Date
shall be an Interest Payment Date) accrued interest on, all the Debt Securities
or portions thereof, as the case may be, to be repaid on such date.

SECTION 1303. EXERCISE OF OPTION. Debt Securities of any series subject
to repayment at the option of the Holders thereof will contain an "Option to
Elect Repayment" form on the

<PAGE>

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

SECTION 1304. WHEN DEBT SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Debt Securities of any series providing for repayment at the option
of the holders thereof shall have been surrendered as provided in this Article
and as provided by or pursuant to the terms of such Debt Securities, such Debt
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Debt Securities on such Repayment Date)
such Debt Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer Debt
Securities so to be repaid, except to the extent provided below, shall be void.
Upon surrender of an such Security for repayment in accordance with such
provisions, together with all coupons, if any, appertaining thereto maturing
after the Repayment Date, the principal amount of such Security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the
Repayment Date; PROVIDED, HOWEVER, that coupons whose Stated Maturity is on or
prior to the Repayment Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified pursuant to Section 301, only upon presentation and
surrender of such

<PAGE>

coupons; and PROVIDED, FURTHER, that, in the case of Registered Debt
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the Holders of
such Debt Securities, or one or more Predecessor Debt Securities, registered
as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 307.

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

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

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

ARTICLE FOURTEEN
DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the Debt Securities of or within a
series under Section 1402 or (b) covenant defeasance of the Debt Securities of
or within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 301
with respect to any Debt Securities), shall be applicable to such Debt
Securities and any coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to

<PAGE>

such Debt Securities and any coupons appertaining thereto, elect to have
Section 1402 (if applicable) or Section 1403 (if applicable) be applied to
such Outstanding Debt Securities and any coupons appertaining thereto upon
compliance with the conditions set forth below in this Article.

SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of
the above option applicable to this Section with respect to any Debt Securities
of or within a series, the Company shall be deemed to have been discharged from
its obligations with respect to such Outstanding Debt Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Debt Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) of this Section, and to have satisfied all
its other obligations under such Debt Securities and any coupons appertaining
thereto and this Indenture insofar as such Debt Securities and any coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Debt Securities and
any coupons appertaining thereto to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments
in respect of the principal of (and premium, if any) and interest, if any, on
such Debt Securities and any coupons appertaining thereto when such payments are
due; (B) the Company's obligations with respect to such Debt Securities under
Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional
Amounts, if any, on such Debt Securities as contemplated by Section 1005; (C)
the rights, powers, trustees, duties and immunities of the Trustee hereunder;
and (D) this Article. Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section notwithstanding the prior
exercise of its option under Section 1403 with respect to such Debt Securities
and any coupons appertaining thereto.

SECTION 1403. COVENANT DEFEASANCE. If specified pursuant to Section 301,
upon the Company's exercise of the above option applicable to this Section with
respect to any Debt Securities of or within a series, the Company shall be
released from its obligations under any covenant contained herein (except that
the Company shall remain subject to the covenant to preserve and keep in full
force and effect its corporate existence, except as permitted under Article 8
"Consolidation, Merger, Sale, Lease or Conveyance") with respect to such
Outstanding Debt Securities and any coupons appertaining thereto on and after
the date the conditions set forth in Section 1404 are satisfied (hereinafter,
"covenant defeasance"), and such Debt Securities and any coupons appertaining
thereto shall thereafter be deemed to be not "Outstanding" for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with any such other covenant, but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Debt Securities and any coupons appertaining thereto, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly

<PAGE>

by reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section
501(4) or 501(7) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Debt Securities and any
coupons appertaining thereto shall be unaffected thereby.

(a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 607 who shall agree to comply with the provisions of this
Article Fourteen applicable to it) as trustee funds in trust for the
purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Debt
Securities and any coupons appertaining thereto, (1) an amount in such
currency, currencies or currency unit in which such Debt Securities and any
coupons appertaining thereto are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Debt Securities
and coupons appertaining thereto (determined on the basis of the currency,
currencies or currency unit in which such Debt Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity)
which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day
before the due date of any payment of principal of) (and premium, if any)
and interest, if any, on such Debt Securities and any coupons appertaining
thereto, money in an amount, or (3) a combination thereof, in any case, in
an amount, sufficient, without consideration of any reinvestment of such
principal and interest, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied
by the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on such
Outstanding Debt Securities and any coupons appertaining thereto on the
Stated Maturity of such principal or installment of principal or interest
and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Debt Securities and any coupons appertaining
thereto on the date on which such payments are due and payable in
accordance with the terms of this Indenture and of such Debt Securities and
any coupons appertaining thereto.

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

(c) No Event of Default or event which with notice of lapse of time
or both would become an Event of Default with respect to such Debt
Securities and any coupons appertaining thereto shall have occurred and be
continuing on the date of such deposit or,

<PAGE>

insofar as Sections 501(6) and 501(7) are concerned, at any time during
the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until
the expiration of such period).

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

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

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

<PAGE>

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

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

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

Anything in this Article to the contrary notwithstanding, subject to
Section 606, the Trustee shall deliver or pay to the Company from time to time
upon Company request any money or Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

ARTICLE FIFTEEN
MEETINGS OF HOLDERS OF SECURITIES

<PAGE>

waiver or other action provided by this Indenture to be made, given or taken
by Holders of Debt Securities of such series.

SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS.

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

(b) In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of the Outstanding Debt
Securities of any series shall have requested the Trustee to call a meeting
of the Holders of Debt Securities of such series for any purpose specified
in Section 1501, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
made the first publication of the notice of such meeting within 21 days
after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of
Debt 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 1504. QUORUM: ACTION: The Persons entitled to vote a
majority in principal amount of the Outstanding Debt Securities of a series
shall constitute a quorum for a meeting of Holders of Debt Securities of such
series; PROVIDED, HOWEVER, that if any action is to be taken at such meeting
with respect to a consent or waiver which this Indenture expressly provides may
be given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Debt Securities of a series, the Persons entitled to
vote such specified percentage in principal amount of the Outstanding Debt
Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes after the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Debt Securities of such series,
be dissolved. In any other case the meeting may be adjourned for a period of
not less than

<PAGE>

10 days as determined by the chairman of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned meeting,
such adjourned meeting may be further adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment
of such adjourned meeting. Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 1502(a), except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening
of any adjourned meeting shall state expressly the percentage, as provided
above, of the principal amount of the Outstanding Debt Securities of such
series which shall constitute a quorum.

Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Debt Securities of that series; PROVIDED,
HOWEVER, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage which is less than a
majority, in principal amount of the Outstanding Debt Securities of a series may
be adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Debt Securities of
that series.

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

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

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

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

<PAGE>

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

(b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meting, unless the meeting shall have been called
by the Company or by Holders of Debt Securities as provided in Section
1502(b), in which case the Company or the Holders of Debt 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 Debt 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 Debt 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 Debt Securities of any series duly
called pursuant to Section 1502 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in
principal amount of the Outstanding Debt Securities of such series
represented at the meting, and the meeting may be held as to adjourned
without further notice.

<PAGE>

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 Debt 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 act,
setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section
1504. Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

ARTICLE SIXTEEN
CONVERSION OF SECURITIES

<PAGE>

The Company shall not be required to deliver certificates for Common Shares
upon conversion while its stock transfer books are closed for a meeting of
shareholders or for the

<PAGE>

payment of dividends or for any other purpose, but certificates for Common
Shares shall be delivered as soon as the stock transfer books shall again be
opened.

<PAGE>

SECTION 1608. NOTICE TO HOLDERS OF THE DEBT SECURITIES OF A SERIES PRIOR
TO TAKING CERTAIN TYPES OF ACTION. With respect to the Debt Securities of any
series, in case:

(a) the Company shall authorize the issuance to all holders of Common
Shares of rights or warrants to subscribe for or purchase shares of its
capital stock or of any other right;

(d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;

<PAGE>

charges and not subject to preemptive rights and that, upon conversion, the
appropriate capital stock accounts of the Company will be duly credited.

<PAGE>

ARTICLE SEVENTEEN
SUBORDINATION OF SECURITIES

SECTION 1701. DEBT SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS. The
Company covenants and agrees, and each Holder of Debt Securities, by his
acceptance thereof, likewise covenants and agrees, that the indebtedness
represented by the Debt Securities and the payment of the principal of (and
premium, if any) and interest and any Additional Amounts payable in respect of
each and all of the Debt Securities is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of Senior Indebtedness.

In the event (a) of any distribution of assets of the company upon any
dissolution, winding up, liquidation or reorganization of the Company whether in
bankruptcy, insolvency, reorganization or receivership proceeding or upon an
assignment for the benefit of creditors or any other marshaling of the assets
and liabilities of the Company or otherwise, except a distribution in connection
with a merger or consolidation or a conveyance or transfer of all or
substantially all of the properties of the Company which compiles with the
requirements of Article Eight, or (b) that a default shall have occurred and be
continuing with respect to the payment of principal of (or premium, if any) or
interest on or any Additional Amounts payable in of any Senior Indebtedness, or
(c) that the principal of the Debt Securities of any series (or in the case of
Original Issue Discount Debt Securities, the portion of the principal amount
thereof referred to in section 502) shall have been declared due and payable
pursuant to Section 502 and such declaration shall not have been rescinded and
annulled as provided in Section 502, then:

(1) in a circumstance described in the foregoing clause (a) or (b)
the holders of all Senior Indebtedness, and in the circumstance described
in the foregoing clause (c) the holders of all Senior Indebtedness (other
than Other Obligations) outstanding at the time the principal of such Debt
Securities (or in the case of Original Issue Discount Debt Securities, such
portion of the principal amount) shall have been so declared due and
payable, shall first be entitled to receive payment of the full amount due
thereon in respect of principal, premium (if any), Interest and Additional
Amounts, or provision shall be made for such payment in money or money's
worth, before the Holders of any of the Debt Securities are entitled to
receive any payment on account of the principal of (or premium, if any) or
interest on or any Additional Amounts in respect of the indebtedness
evidenced by the Debt Securities;

(2) any payment by, or distribution of assets of, the Company of any
kind or character, whether in cash, property or securities (other than
securities of the Company as reorganized or readjusted or securities of the
Company or any other corporation provided

<PAGE>

for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in this Article with
respect to the securities, the payment of all Senior Indebtedness,
provided that the rights of the Holders of the Senior Indebtedness are
not altered by such reorganization or readjustment), to which the
Holders of any of the Debt Securities would be entitled except for the
subordination provisions of this Article shall be paid or delivered by
the person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to
the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under
which any instrument evidencing an of such Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full of
all Senior Indebtedness remaining unpaid after giving effect to any
concurrent payment or distribution (or provision therefor) to the
holders of such Senior Indebtedness, before any payment or distribution
is made to the Holders of the indebtedness evidenced by the Debt
Securities under this Indenture; and

(3) in the event that, notwithstanding the foregoing, any payment by,
or distribution of assets of, the Company of any kind or character, whether
in cash, property or securities (other than securities of the Company as
reorganized or readjusted or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in this
Article with respect to the Debt Securities, to the payment of all Senior
Indebtedness, provided that the rights of the holders of Senior
Indebtedness are not altered by such reorganization or readjustment), shall
be received by the Holders of an of the Debt Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid
over to the holders of such Senior Indebtedness is paid in full, such
payment or distribution shall be paid over to the holders of such Senior
Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture under which any instruments evidencing any
of such Senior Indebtedness may have been issued, ratably as aforesaid, for
application to the payment of all Senior Indebtedness remaining unpaid
until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution (or provision
therefor) to the holders of such Senior Indebtedness.

SECTION 1702. SUBROGATION. Subject to the payment in full of all Senior
Indebtedness to which the indebtedness evidenced by the Debt Securities is in
the circumstances subordinated as provided in Section 1701, the Holders of the
Debt Securities shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to such Senior Indebtedness until all
amounts owing on the Debt Securities shall be paid in full, and, as between the
Company, its creditors other than holders of such Senior Indebtedness, and the
Holders of the Debt Securities, no such payment or distribution made to the
holders of such Senior Indebtedness by virtue of this Article which otherwise
would have been made to the Holders of the Debt Securities shall be deemed to be
a payment by the Company on account of such Senior Indebtedness, it being
understood that the provisions of this Article are and are intended solely for
the purpose of defining the relative

<PAGE>

rights of the Holders of the Debt Securities, on the one hand, and the
holders of Senior Indebtedness.

SECTION 1703. OBLIGATIONS OF THE COMPANY UNCONDITIONAL. Nothing contained
in this Article or elsewhere in its Indenture or in the Debt Securities is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness, and the Holders of the Debt Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Debt Securities the principal of (and premium, if any) and
interest on and any Additional Amounts in respect of the Debt Securities as and
when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Debt
Securities and creditors of the Company other than the holders of Senior
Indebtedness nor shall anything herein or therein prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee and the Holders of the Debt Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which any such dissolution, winding up, liquidation or
reorganization proceeding affecting the affairs of the Company is pending or
upon a certificate of the trustee in bankruptcy, receiver, assignee for the
benefit of creditors, liquidating trustee or agent or other person making any
payment or distribution, delivered to the Trustee or to the Holders of the Debt
Securities, for the purpose of ascertaining the persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount paid or distributed thereon and all other facts pertinent thereto or to
this Article.

SECTION 1704. PAYMENTS ON DEBT SECURITIES PERMITTED. Nothing contained in
this Article or elsewhere in this Indenture, or in any of the Debt Securities,
shall affect the obligation of the Company to make, or prevent the Company from
making, payment of the principal of (or premium, if any) or interest on or any
Additional Amounts in respect of the Debt Securities in accordance with the
provision hereof and thereof, except as otherwise provided in this Article.

SECTION 1705. EFFECTUATION OF SUBORDINATION BY TRUSTEE. Each Holder of
Debt Securities, by his acceptance thereof, authorizes and directs the Trustee
in his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any all such purposes.

SECTION 1706. KNOWLEDGE OF TRUSTEE. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment of moneys to or by the Trustee, or the taking of any
other action by the Trustee, unless and until the Trustee shall have received
written notice thereof from the Company, and Holder of Debt Securities, any
paying or conversion agent of the Company or the holder or representative of any
class of Senior

<PAGE>

Indebtedness; provided, however, that if the Trustee shall not
have received the notice provided for in this Section at least 3 Business Days
prior to the date upon which, by the terms hereof, any money may become payable
for any purpose (including, without limitation, the payment of the principal of
(or premium, if any) or interest on, or Additional Amounts in respect of, any
Security) then, anything herein contained to the contrary notwithstanding, the
Trustee shall have all power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it during or
after such 3 Business Day period.

SECTION 1707. TRUSTEE MAY HOLD SENIOR INDEBTEDNESS. The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Indebtedness at the time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in Section
313 of the Trust Indenture Act or elsewhere in this Indenture shall deprive the
Trustee of any of its rights as such holder.

Nothing in this Article shall subordinate any claims of, or payments to,
the Trustee (under or pursuant to Section 606) to Senior Indebtedness.

SECTION 1708. RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED. No
right of any present or future holder of any Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any non-compliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

* * * *

<PAGE>

BRE PROPERTIES, INC.

[SEAL] By
----------------------------
Title:
Attest:

- ------------------------------ [ ], as Trustee
Title: -----------------------

[SEAL] By
----------------------------
Title:
Attest:

- ------------------------------
Title:

<PAGE>

STATE OF CALIFORNIA )
) ss:
COUNTY OF SAN FRANCISCO )

On the ____________ day of ___________, 1997, before me personally came
__________________, to me known, who, being be me duly sworn, did depose and say
that he/she resides at _______________, ______________, that he/she is the
___________ of BRE PROPERTIES, INC., one of the corporations described in and
which executed the foregoing instrument and that he/she signed his/her name
thereto by authority of the Board of Directors of said corporation.

[Notarial Seal]

------------------------------
Notary Public
COMMISSION EXPIRES

STATE OF ________ )
) ss:
COUNTY OF _________ )

On the ____________ day of ___________, 1997, before me personally came
__________________, to me known, who, being be me duly sworn, did depose and say
that he/she resides at _______________, that he/she is ___________ of
_______________, one of the corporations described in and which executed the
foregoing instrument and that he/she signed his/her name thereto by authority of
the Board of Directors of said corporation.

[Notarial Seal]

------------------------------
Notary Public
COMMISSION EXPIRES

<PAGE>

EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

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

CERTIFICATE

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

This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Debt Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section 2.165-
12(c)(10)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Debt Securities through foreign branches of United States financial
institutions and who hold the Debt Securities through such United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution hereby agrees, on its own behalf or
through its agent, that you may advise BRE Properties, Inc. or its agent that
such financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign
financial institution described in clause (iii) above (whether of not also
described in clause (i) or (ii)), this is to further certify that such financial
institution has not acquired the Debt Securities for purposes of resale directly
or indirectly to a United States person or to a person within the United States
or its possessions.

A-1

<PAGE>

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

Dated: ______________, 19__
[to be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment ate occurring prior to the Exchange Date, as applicable]

[Name of Person making
Certification]

- -----------------------------
(Authorized Signator)
Name:
Title:

A-2

<PAGE>

EXHIBIT A-2

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

CERTIFICATE

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

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

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

A-3

<PAGE>

We further certify that (i) we are not making available herewith for exchange
(or, if relevant, collection of any interest) any portion of the temporary
global Security representing the above-captioned Debt Securities excepted in the
above referenced certificates of member Organizations and (ii) as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

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

Dated: ______________ 19__
[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

[Morgan Guaranty Trust
company of New York,
Brussels Office,] as
Operator of the
Euroclear System
[Cedel S.A.]

By __________________

A-4

<PAGE>
CLASS A CLASS A
COMMON STOCK COMMON STOCK
In order to maintain qualification
of the Corporation as a real
estate investment trust under
applicable provisions of the
Internal Revenue Code, the Board
of Directors may, in accordance
with the terms of the Articles of
Incorporation redeem or restrict
the transfer of the Shares
represented by the Certificate
NUMBER SHARES
NYUA

[GRAPHIC]

THIS CERTIFICATE IS TRANSFERABLE IN
SAN FRANCISCO, NEW YORK CITY OR
RIDGEFIELD PARK, NEW JERSEY SEE REVERSE FOR CERTAIN DEFINITIONS

PAR VALUE $.01 PER SHARE

INCORPORATED UNDER
THE LAWS
OF THE STATE OF DELAWARE

BRE PROPERTIES, INC.

- --------------------------------------------------------------------------------
THIS CERTIFIES THAT CUSIP 05564E 10 6

[SPECIMEN]

IS THE OWNER OF
- --------------------------------------------------------------------------------

THIS CERTIFICATE REPRESENTS SHARES OF COMMON STOCK, A MARYLAND CORPORATION.***

FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF
BRE PROPERTIES, INC., TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON
OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT AND REGISTERED BY THE REGISTRAR.
THIS CERTIFICATE REPRESENTS SHARES OF COMMON STOCK, A MARYLAND CORPORATION.
THE HOLDER AND EVERY TRANSFEREE OR ASSIGNEE OF THE CERTIFICATE OR OF THE
SHARES REPRESENTED HEREBY OR OF ANY INTEREST THEREIN ACCEPTS AND AGREES TO BE
BOUND BY THE TERMS, CONDITIONS, AND LIMITATIONS OF THE CERTIFICATE OF
INCORPORATION AND ALL AMENDMENTS THEREOF AND SUPPLEMENTS THERETO.
WITNESS THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.

DATED:

COUNTERSIGNED AND REGISTERED: /s/ FRANK McDOWELL
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C. President
TRANSFER AGENT AND REGISTRAR
SEAL

By /s/ H.E. MASON, JR.
AUTHORIZED SIGNATURE Secretary

<PAGE>

The Corporation will furnish without charge to each stockholder who so
requests a statement of the rights, privileges, voting powers, limitations
and qualifications of the classes of stock of the Corporation. Requests may
be directed to the Corporation or its transfer agent.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
------ -------
TEN ENT -- as tenants by the entireties (Cust) (Minor)
under Uniform Gifts to Minors

JT TEN -- as joint tenants with right of
survivorship and not as tenants Act
in common -----------------------
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,_____________________________________ HEREBY SELL,
ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

______________________________________

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE.)

________________________________________________________________________________

______________________________________________________________________ SHARES OF
COMMON STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT

______________________________________________________________________ ATTORNEY,
TO TRANSFER THE SAME ON THE BOOKS OF THE WITHIN-NAMED CORPORATION, WITH FULL
POWER OF SUBSTITUTION IN THE PREMISES.

DATED: __________________________

(SIGN HERE) _____________________________
<PAGE>

This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between BRE Properties, Inc. (the
"Company") and Bank of America, N.T. & S.A. (the "Rights Agent") dated as
of August 14, 19889 (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal office of the Company. Under certain circumstances, as set forth in
the Rights Agreement, such Rights will be evidenced by separate certificates
and will no longer be evidenced by this certificate. The Rights Agent will
mail to the holder of this certificate a copy of the Rights Agreement, as in
effect on the date of mailing, without charge promptly after receipt of a
written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person, an Adverse Person or any Affiliate or Associate thereof
(such terms are defined in the Rights Agreement), whether currently held by
or on behalf of such Person or by any subsequent holder, may become null and
void.

As of July 31, 1992, Chemical Trust Company of California succeeded Bank of
America, N.T. & S.A. as Rights Agent.

<PAGE>

EXHIBIT 8

[Farella Braun & Martel LLP letterhead]

DIRECT: (415) 954-4465

February 19, 1997

BRE Properties, Inc.
One Montgomery Street
Telesis Tower, Suite 2500
San Francisco, CA 94104

Re: Form S-3 Shelf Registration of Securities of BRE
Properties, Inc. (the "Company")
--------------------------------

Ladies and Gentlemen:

In connection with the registration statement on Form S-3 filed by you
on January 23, 1997, with the Securities and Exchange Commission, as amended
(the "Registration Statement"), you have requested our opinion regarding
whether the Company has been organized in conformity with the requirements
for qualification as a real estate investment trust ("REIT"), and whether its
method of operation has enabled the Company to meet, and will enable it to
continue to meet, the requirements for qualification and taxation as a REIT
under the Internal Revenue Code of 1986, as amended (the "Code"). This
opinion is based on various assumptions and is conditioned upon certain
representations made by the Company as to factual matters as set forth in the
Registration Statement and the registration statements on Forms S-3 and S-4
previously filed with the

<PAGE>

BRE Properties, Inc.
February 19, 1997
Page 2

Securities and Exchange Commission (the "Prior Registrations"). In addition,
the Company has provided a representation letter certifying, among other items,
that it has elected to be taxed as a REIT since its formation on May 22, 1970,
and that the Company has operated and will continue to operate in accordance
with the method of operation described in the Registration Statement and the
Prior Registrations.

Based on such assumptions and representations, it is our opinion that
the Company has qualified as a REIT for its fiscal years ending July 31,
1993, July 31, 1994, July 31, 1995, its short taxable year ending December
31, 1995 and its taxable year ended December 31, 1996 (the years, to the best
knowledge of counsel, that are still subject to audit by the Internal Revenue
Service), and the Company is organized and operates in a manner that will
enable it to qualify to be taxed as a REIT under the Code for its taxable
year ending December 31, 1997 and thereafter provided the Company continues
to meet the asset composition, source of income, shareholder diversification,
distributions, recordkeeping, and other requirements of the Code necessary
for the Company to qualify as a REIT. No opinion is expressed as to any
matter not discussed herein.

This opinion is based on various statutory provisions and regulations
promulgated thereunder, in effect on the date hereof, and the interpretations of
such provisions and regulations by the Internal Revenue Service and the courts
having jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. Also, any variation from the factual statements
set forth in the Registration Statement, the Prior Registrations or the written
representations made by the Company in connection with this opinion may affect
the conclusions stated herein. Moreover, the Company's qualification and
taxation as a REIT depends upon the

<PAGE>

BRE Properties, Inc.
February 19, 1997
Page 3

Company's ability to meet, through actual annual operating results, distribution
levels and diversity of stock ownership, the various qualification tests imposed
under the Code, the results of which will not be reviewed by Farella Braun &
Martel LLP. Accordingly, no assurance can be given that the actual results of
the Company's operations for any one taxable year will satisfy such
requirements. We wish to point out that our opinion is not binding on the
Internal Revenue Service and, without limiting our opinion, we note that there
can be no assurance that all of the requirements for qualification as a REIT for
any particular taxable year have in fact been met until the return for such
taxable year has been reviewed by the Internal Revenue Service or the period for
such review has expired.

This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.

Very truly yours,

/s/ FARELLA BRAUN & MARTEL LLP

Farella Braun & Martel LLP

BPD:cmc

<PAGE>
EXHIBIT 12

BRE PROPERTIES, INC.
STATEMENT OF COMPUTATION OF RATIOS
OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
(DOLLAR AMOUNTS IN THOUSANDS) 1996 1995 1994 1993 1992
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net income before gains on sales and provision for investment
loss......................................................... $ 37,014 $ 23,789 $ 22,566 $ 19,531 $ 14,538

Fixed charges:
Interest..................................................... 16,325 7,973 5,599 5,656 6,074
Capitalized interest......................................... 269
Other........................................................ 108 105 101 98 95
--------- --------- --------- --------- ---------
$ 16,702 $ 8,078 $ 5,700 $ 5,754 $ 6,169
Net income before gains on sales and provision for investment
loss and fixed charges, excluding capitalized interest....... $ 53,447 $ 31,867 $ 28,266 $ 25,285 $ 20,707
Divided by fixed charges....................................... $ 16,702 $ 8,078 $ 5,700 $ 5,754 $ 6,169
Ratio of earnings to fixed charges............................. 3.20 3.95 4.96 4.39 3.36
</TABLE>

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Pre-Effective Amendment No. 1 to the Registration Statement (Form S-3) and
related Prospectus of BRE Properties, Inc. for the registration of
$300,000,000 in Debt Securities, Preferred Shares, Depositary Shares, Common
Stock Warrants and Common Shares, and to the incorporation by reference
therein of our report dated January 14, 1997 (except Note 13, as to which the
date is February 12, 1997), with respect to the financial statements and
schedule of BRE Properties, Inc. included in its Annual Report on Form 10-K
for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.

/s/ ERNST & YOUNG LLP

February 13, 1997
San Francisco, California