SOURCE ONE MORTGAGE SERVICES CORP, SC 13E4/A, 1995-12-21

SOURCE ONE MORTGAGE SERVICES CORP
SC 13E4/A, 1995-12-21
ASSET-BACKED SECURITIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1995

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)

(AMENDMENT NO. 2)

------------------------
SOURCE ONE MORTGAGE SERVICES CORPORATION
(NAME OF THE ISSUER)

SOURCE ONE MORTGAGE SERVICES CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
------------------------

8.42% CUMULATIVE PREFERRED STOCK, SERIES A
(TITLE OF CLASS OF SECURITIES)

836154 20 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------

ROBERT W. RICHARDS
CHAIRMAN
SOURCE ONE MORTGAGE SERVICES CORPORATION
27555 FARMINGTON ROAD
FARMINGTON HILLS, MI 48334-3357
(810) 488-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
------------------------

Copy To:

JOHN A. MARXER, ESQ.
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
1400 NORTH WOODWARD AVE.
SUITE 100
BLOOMFIELD HILLS, MI 48304
(810) 645-5000
------------------------

NOVEMBER 7, 1995
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)

CALCULATION OF FILING FEE

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<CAPTION>
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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<S> <C>
The transaction value equals $99,500,000, calculated pursuant to Rule
0-11 under the Securities Exchange Act of 1934, as follows: the
product of $24.875 (the average of the high and low prices for the
Preferred Stock on October 27, 1995, as reported by the New York
Stock Exchange Composite Tape) and 4,000,000 (the maximum number of
shares of Preferred Stock which may be tendered pursuant to the
Exchange Offer)..................................................... $19,900.00
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</TABLE>

/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which this offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.

<TABLE>
<S> <C> <C> <C>
Amount previously paid: $34,310.35 Filing Party: Source One Mortgage Services
Corporation
Form or registration no.: Form S-4; 33-62765 Date Filed: September 20, 1994
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</TABLE>

<PAGE> 2

ITEM 1. SECURITY AND ISSUER.

(a) The name of the issuer is Source One Mortgage Services Corporation, a
Delaware corporation (the "Company"), which has its principal executive offices
at 27555 Farmington Road, Farmington Hills, MI 48334-3357 (telephone number
(810) 488-7000).

(b) The information set forth in the front cover page, "Risk Factors" and
"Market and Trading Information" of the Offer to Exchange dated November 7,
1995, a copy of which is attached hereto as Exhibit (a)(1) (the "Offer to
Exchange"), is incorporated herein by reference.

The tender offer terminated at 5:00 p.m., New York City time, on December
8, 1995, and $55,976,525 aggregate principal amount of the issuer's 9.375%
Quarterly Income Capital Securities (Subordinated Interest Deferrable
Debentures, Due 2025) were issued in exchange for 2,239,061 shares of the
issuer's 8.42% Cumulative Preferred Stock, Series A.

(c) The information set forth in "Market and Trading Information" of the
Offer to Exchange is incorporated herein by reference.

(d) This statement is being filed by the issuer.

ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in the front cover page, "The Exchange Offer"
and "Description of QUICS" of the Offer to Exchange is incorporated herein by
reference.

(b) The information set forth in "Description of QUICS" of the Offer to
Exchange is incorporated herein by reference.

ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.

(a)-(j) The information set forth in "Special Factors" of the Offer to
Exchange is incorporated herein by reference.

ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.

The information set forth in "Transactions and Arrangements Concerning the
Shares of the Preferred Stock" of the Offer to Exchange is incorporated herein
by reference.

Michael Allemang, the Chief Financial Officer and an Executive Vice
President of the issuer, exchanged 1,200 shares of the issuer's 8.42% Cumulative
Preferred Stock, Series A, for $30,000 aggregate principal amount of the
issuer's 9.375% Quarterly Income Capital Securities (Subordinated Interest
Deferrable Debentures, Due 2025).

ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.

The information set forth in "Transactions and Arrangements Concerning the
Shares of the Preferred Stock" of the Offer to Exchange is incorporated herein
by reference.

ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in the front cover page and in "The Exchange
Offer -- Dealer Managers"; "-- Fees and Expenses; Transfer Taxes" and "--
Exchange Agent and Information Agent" of the Offer to Exchange is incorporated
herein by reference.

ITEM 7. FINANCIAL INFORMATION.

(a)-(b) The information set forth in "Prospectus Summary -- Selected
Consolidated Financial Data"; "Capitalization"; "Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividend Requirements" and in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 (including the
pages of the Company's Annual Report to shareholders that have been incorporated
by reference in such

1
<PAGE> 3

Annual Report on Form 10-K), and the Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1995 and June 30, 1995, incorporated in
"Incorporation of Certain Documents by Reference," of the Offer to Exchange is
incorporated herein by reference.

ITEM 8. ADDITIONAL INFORMATION.

(a) None.

(b) The information set forth in "Risk Factors" of the Offer to Exchange is
incorporated herein by reference.

(d) None.

(e) Reference is hereby made to the Offer to Exchange, the Letter of
Transmittal and the other exhibits to this Schedule, all of which are attached
hereto and incorporated in their entirety by reference.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

<TABLE>
<S> <C>
(a)(1)* Offer to Exchange dated November 7, 1995.
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Letter to brokers, dealers, commercial banks, trust companies and other
nominees dated November 7, 1995.
(a)(5)* Letter to clients for use by brokers, dealers, commercial banks, trust
companies and other nominees dated November 7, 1995.
(a)(6)* Letter to holders of shares of Preferred Stock dated November 7, 1995.
(a)(7)* Press Release dated November 7, 1995.
(a)(8)* Summary advertisement dated November 7, 1995.
(a)(9)* Guidelines for Certification of Taxpayer Identification Number on
Substitute
Form W-9.
(b)(1)** Indenture dated December 1, 1995 between Source One Mortgage Services
Corporation and IBJ Schroeder Bank & Trust Company, as trustee.
(b)(2)** First Supplemental Indenture dated December 1, 1995 between Source One
Mortgage Services Corporation and IBJ Schroeder Bank & Trust Company, as
trustee.
(c) Not applicable.
(d)* Legal Opinion of Simpson, Thacher & Bartlett, special tax counsel to the
Company.
(e)* The Prospectus (dated November 7, 1995) relating to the Offer to Exchange
filed with the Commission in connection with the Registration Statement
on Form S-4 (Registration No. 33-62765).
(f)* Form of Questions and Answers sheet to be sent to holders of shares of
the Preferred Stock and to be used by Brokers, Dealers, Commercial Banks,
Trust Companies and other nominees in responding to inquiries from their
clients.
</TABLE>

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* Previously filed.
** Filed herewith.

2
<PAGE> 4

After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

SOURCE ONE MORTGAGE SERVICES
CORPORATION, a Delaware corporation

By: /s/ ROBERT W. RICHARDS

---------------------------------
Name: Robert W. Richards
Title: Chairman

Dated: December 20, 1995

3
<PAGE> 5

EXHIBIT INDEX

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<S> <C> <C>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
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</TABLE>

<TABLE>
<S> <C> <C>
(a)(1)* Offer to Exchange dated November 7, 1995.
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Letter to brokers, dealers, commercial banks, trust companies and
other nominees dated November 7, 1995.
(a)(5)* Letter to clients for use by brokers, dealers, commercial banks, trust
companies and other nominees dated November 7, 1995.
(a)(6)* Letter to holders of shares of Preferred Stock dated November 7, 1995.
(a)(7)* Press Release dated November 7, 1995.
(a)(8)* Summary advertisement dated November 7, 1995.
(a)(9)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(b)(1)** Indenture dated December 1, 1995 between Source One Mortgage Services
Corporation and IBJ Schroeder Bank & Trust Company, as trustee.
(b)(2)** First Supplemental Indenture dated December 1, 1995 between Source One
Mortgage Services Corporation and IBJ Schroeder Bank & Trust Company,
as trustee.
(c) Not applicable.
(d)* Legal Opinion of Simpson, Thacher & Bartlett, special tax counsel to
the Company.
(e)* The Prospectus (dated November 7, 1995) relating to the Offer to
Exchange filed with the Commission in connection with the Registration
Statement on Form S-4 (Registration No. 33-62765).
(f)* Questions and Answers sheet to be sent to holders of shares of the
Preferred Stock and to be used by Brokers, Dealers, Commercial Banks,
Trust Companies and other nominees in responding to inquiries from
their clients.
</TABLE>

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* Previously filed.
** Filed herewith.

<PAGE> 1
EXHIBIT 99(B)(1)

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

SOURCE ONE MORTGAGE SERVICES CORPORATION,

Issuer

AND

IBJ SCHRODER BANK & TRUST COMPANY,

Trustee

Subordinated Indenture

Dated as of December 1, 1995

__________

Subordinated Debt Securities

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

<PAGE> 2
SOURCE ONE MORTGAGE SERVICES CORPORATION

Reconciliation and tie showing the location in the Indenture dated as of
December 1, 1995 of the provisions inserted pursuant to Sections 310 to
318(a), inclusive, of the Trust Indenture Act of 1939, as amended.

Trust Indenture Act Section Indenture Section
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<S> <C>
Section 310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2(c)
Section 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4
Section 314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
Section 315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.12
Section 316 (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.6 and 5.9
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
Section 317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4
Section 318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.7

</TABLE>

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE
DEFINITIONS

SECTION 1.1 Certain Terms Defined . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . 3
Coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
covenant defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Dollar; $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Foreign Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder; Holder of Securities;
Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Issuer Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
original issue date . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . 4
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Periodic Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Registered Global Security . . . . . . . . . . . . . . . . . . . . . . . 5
Registered Security . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

</TABLE>

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TABLE OF CONTENTS (Continued)

Required Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Security; Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . . . . . 6
Unregistered Security . . . . . . . . . . . . . . . . . . . . . . . . . . 6
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . 6
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE TWO
SECURITIES

SECTION 2.1 Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.2 Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.3 Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . 8
SECTION 2.4 Authentication and Delivery of Securities . . . . . . . . . . . . . . . 11
SECTION 2.5 Execution of Securities . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.6 Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.7 Denomination and Date of Securities;
Payments of Interest . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.8 Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . 16
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and
Stolen Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.10 Cancellation of Securities;
Destruction Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.11 Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.12 CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE THREE
COVENANTS OF THE ISSUER

SECTION 3.1 Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . 22
SECTION 3.2 Offices for Payments, etc. . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.3 Appointment to Fill a Vacancy in
Office of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.4 Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 3.5 Written Statement to Trustee . . . . . . . . . . . . . . . . . . . . . 25
SECTION 3.6 Luxembourg Publications . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 3.7 Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . 25

</TABLE>

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TABLE OF CONTENTS (Continued)

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ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information
as to Names and Addresses of
Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 4.2 Preservation and Disclosure of
Securityholders Lists . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 4.3 Reports by the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 4.4 Reports by the Trustee . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.1 Event of Default Defined; Acceleration
of Maturity; Waiver of Default . . . . . . . . . . . . . . . . . . . . 29
SECTION 5.2 Collection of Indebtedness by Trustee;
Trustee May Prove Debt . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 5.3 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.4 Suits for Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 5.5 Restoration of Rights on Abandonment
of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 5.6 Limitations on Suits by Securityholders . . . . . . . . . . . . . . . . 36
SECTION 5.7 Unconditional Right of Securityholders
to Institute Certain Suits . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 5.8 Powers and Remedies Cumulative; Delay
or Omission Not Waiver of Default . . . . . . . . . . . . . . . . . . . 37
SECTION 5.9 Control by Holders of Securities . . . . . . . . . . . . . . . . . . . 37
SECTION 5.10 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.11 Trustee to Give Notice of Default, But
May Withhold in Certain Circumstances . . . . . . . . . . . . . . . . . 38
SECTION 5.12 Right of Court to Require Filing of
Undertaking to Pay Costs . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE SIX
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the
Trustee; During Default; Prior to Default . . . . . . . . . . . . . . . 39
SECTION 6.2 Certain Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.3 Trustee Not Responsible for Recitals,
Disposition of Securities or Application
of Proceeds Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . 42

</TABLE>

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SECTION 6.4 Trustee and Agents May Hold Securities
or Coupons; Collections, etc. . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.5 Moneys Held by Trustee . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.6 Compensation and Indemnification of
Trustee and Its Prior Claim . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.7 Right of Trustee to Rely on Officers'
Certificate, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 6.8 Qualification of Trustee; Conflicting
Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 6.9 Persons Eligible for Appointment as
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 6.10 Resignation and Removal; Appointment of
Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.11 Acceptance of Appointment by Successor
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.12 Merger, Conversion, Consolidation or
Succession to Business of Trustee . . . . . . . . . . . . . . . . . . . 47
SECTION 6.13 Preferential Collection of Claims
Against the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.14 Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . 48
SECTION 6.15 Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 6.16 Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by
Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.2 Proof of Execution of Instruments and
of Holding of Securities . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.3 Holders to be Treated as Owners . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.4 Securities Owned by Issuer Deemed Not
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 7.5 Right of Revocation of Action Taken . . . . . . . . . . . . . . . . . . 51

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent
of Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 8.2 Supplemental Indentures With Consent of
Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 8.3 Effect of Supplemental Indenture . . . . . . . . . . . . . . . . . . . 55
SECTION 8.4 Documents to Be Given to Trustee . . . . . . . . . . . . . . . . . . . 55
SECTION 8.5 Notation on Securities in Respect of
Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 8.6 Subordination Unimpaired . . . . . . . . . . . . . . . . . . . . . . . 56

</TABLE>

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ARTICLE NINE
CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1 Issuer May Consolidate, etc., Only on
Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 9.2 Successor Corporation Substituted . . . . . . . . . . . . . . . . . . . 56

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . 57
SECTION 10.2 Application by Trustee of Funds
Deposited for Payment of Securities . . . . . . . . . . . . . . . . . . 63
SECTION 10.3 Repayment of Moneys Held by Paying Agent . . . . . . . . . . . . . . . 63
SECTION 10.4 Return of Moneys Held by Trustee and
Paying Agent Unclaimed for Two Years . . . . . . . . . . . . . . . . . 64
SECTION 10.5 Indemnity for U.S. Government Obligations . . . . . . . . . . . . . . . 64
SECTION 10.6 Excess Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 10.7 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

SECTION 11.1 Incorporators, Stockholders, Officers
and Directors of Issuer Exempt from
Individual Liability . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.2 Provisions of Indenture for the Sole
Benefit of Parties and Holders of
Securities and Coupons . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.3 Successors and Assigns of Issuer Bound
by Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.4 Notices and Demands on Issuer, Trustee
and Holders of Securities and Coupons . . . . . . . . . . . . . . . . 65
SECTION 11.5 Officers' Certificates and Opinions
of Counsel; Statements to Be Contained
Therein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 11.6 Payments Due on Saturdays, Sundays and
Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 11.7 Conflict of Any Provision of Indenture
with Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . 67
SECTION 11.8 New York Law to Govern . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 11.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 11.10 Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 11.11 Securities in a Foreign Currency or
in ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 11.12 Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 11.13 Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . 69

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ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 12.2 Notice of Redemption; Partial Redemptions . . . . . . . . . . . . . . 70
SECTION 12.3 Payment of Securities Called for
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 12.4 Exclusion of Certain Securities from
Eligibility for Selection for Redemption . . . . . . . . . . . . . . . 72
SECTION 12.5 Mandatory and Optional Sinking Funds . . . . . . . . . . . . . . . . . 72

ARTICLE THIRTEEN
SUBORDINATION

SECTION 13.1 Securities and Coupons Subordinated to
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 13.2 Disputes with Holders of Certain Senior
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 13.3 Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 13.4 Obligation of Issuer Unconditional . . . . . . . . . . . . . . . . . . 77
SECTION 13.5 Payments on Securities and Coupons
Permitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 13.6 Effectuation of Subordination by Trustee . . . . . . . . . . . . . . . 79
SECTION 13.7 Knowledge of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 13.8 Trustee May Hold Senior Indebtedness . . . . . . . . . . . . . . . . . 79
SECTION 13.9 Rights of Holders of Senior Indebtedness
Not Impaired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 13.10 Article Applicable to Paying Agents . . . . . . . . . . . . . . . . . 80
SECTION 13.11 Trustee; Compensation Not Prejudiced . . . . . . . . . . . . . . . . . 80

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THIS SUBORDINATED INDENTURE, dated as of December 1, 1995 between
SOURCE ONE MORTGAGE SERVICES CORPORATION, a Delaware corporation (the
"Issuer"), and IBJ SCHRODER BANK & TRUST COMPANY, a New York banking
corporation, as trustee (the "Trustee").

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more series (the "Securities") up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture;

WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;

NOW THEREFORE, THIS INDENTURE WITNESSETH:

In consideration of the premises and the purchases of the Securities
by the holders thereof, the Issuer and the Trustee mutually covenant and agree,
for the equal and proportionate benefit of the respective holders from time to
time of the Securities and of the Coupons, if any, appertaining thereto, as
follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.1 Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Article. All other terms used in
this Indenture that are defined in the Trust Indenture Act of 1939 or the
definitions of which in the Securities Act of 1933, as amended, are referred to
in the Trust Indenture Act of 1939, including terms defined therein by
reference to the Securities Act of 1933, as amended, (except as herein
otherwise expressly provided or unless the context otherwise requires),
shall have the meanings assigned to such terms in said Trust Indenture Act of
1939 and in said Securities Act as in force at the date of this Indenture. All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles in the United States, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted in the
United States at the date or time of any computation. 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.

<PAGE> 10

The terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular.

"Additional Amounts" shall have the meaning set forth in
Section 2.3(15).

"Authenticating Agent" shall have the meaning set forth in
Section 6.14.

"Authorized Newspaper" means a newspaper (which, in the case
of The City of New York, will, if practicable, be The Wall Street Journal
(Eastern Edition), in the case of the United Kingdom, will, if practicable, be
the Financial Times (London Edition) and, in the case of Luxembourg, will, if
practicable, be the Luxemburger Wort) published in an official language of the
country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in The City of New
York, the United Kingdom or in Luxembourg, as applicable. If it shall be
impractical in the opinion of the Trustee to make any publication of any notice
required hereby in an Authorized Newspaper, any publication or other notice in
lieu thereof which is made or given with the approval of the Trustee shall
constitute a sufficient publication of such notice.

"Board of Directors" means either the Board of Directors of
the Issuer or any committee of such Board duly authorized to act on its behalf,
or the director or directors and/or officer or officers duly authorized to act
on its behalf.

"Board Resolution" means (1) a copy of one or more
resolutions, certified by the secretary or an assistant secretary of the Issuer
to have been duly adopted or consented to by the Board of Directors of the
Issuer and to be in full force and effect on the date of such certification, or
(2) a certificate signed by the director or directors and/or officer or
officers to whom the Board of Directors of the Issuer shall have duly delegated
its authority, and delivered to the Trustee.

"Business Day" means, with respect to any Security, a day that
in the city (or in any of the cities, if more than one) in which amounts are
payable, as specified in the form of such Security, is not a day on which
banking institutions are authorized or required by law or regulation to close.

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

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"Corporate Trust Office" means the office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular
time, be principally administered, which office is, at the date as of which
this Indenture is dated, located in New York, New York.

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

"covenant defeasance" shall have the meaning set forth in
Section 10.1(C).

"Depositary" means, with respect to the Securities of any
series issuable or issued in the form of one or more Registered Global
Securities, the Person designated as Depositary by the Issuer pursuant to
Section 2.3 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with respect to the
Registered Global Securities of that series.

"Dollar" and the sign "$" mean the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

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

"Event of Default" means any event or condition specified as
such in Section 5.1.

"Foreign Currency" means a currency issued by the government
of a country other than the United States.

"Holder", "Holder of Securities", "Securityholder" or other
similar terms mean (a) in the case of any Registered Security, the Person in
whose name such Security is registered in the security register kept by or on
behalf of the Issuer for that purpose in accordance with the terms hereof, and
(b) in the case of any Unregistered Security, the bearer of such Security, or
any Coupon appertaining thereto, as the case may be.

"Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular
series of Securities established as contemplated hereunder.

"Interest" means, when used with respect to non-interest
bearing Securities, interest payable on or after maturity.

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"Issuer" means Source One Mortgage Services Corporation, a
Delaware corporation and, subject to Article Nine, its successors and assigns.

"Issuer Order" means a written statement, request or order of
the Issuer signed in its name by (1) the Chairman of the Board, the President,
or a Vice President (any reference to a Vice President of the Issuer herein
shall be deemed to include any Vice President of the Issuer whether or not
designated by a number or a word or words added before or after the title "Vice
President") of the Issuer, and by the Secretary, an Assistant Secretary, the
Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller of
the Issuer or (2) by any two Persons designated in an Issuer Order previously
delivered to the Trustee by any two of the foregoing officers and delivered to
the Trustee.

"Judgment Currency" shall have the meaning set forth in
Section 11.12.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the
Controller, an Assistant Controller, Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee.
Each such certificate shall comply with Section 314 of the Trust Indenture Act
of 1939 and include the statements provided for in Section
11.5, if applicable.

"Opinion of Counsel" means an opinion in writing signed by
legal counsel who may be an employee of or counsel to the Issuer and who shall
be satisfactory to the Trustee. Each such opinion shall comply with Section
314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 11.5, if applicable.

"original issue date" of any Security (or portion thereof)
means the earlier of (a) the date of authentication of such Security or (b) the
date of any Security (or portion thereof) for which such Security was issued
(directly or indirectly) on registration of transfer, exchange or substitution.

"Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 5.1.

"Outstanding", when used with reference to Securities, shall,
subject to the provisions of Section 7.4, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except:

(a) Securities theretofore canceled by the
Trustee for such securities or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the
payment or redemption of which moneys or U.S. Government Obligations (as
provided for in Section 10.1) in the necessary

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<PAGE> 13

amount shall have been deposited in trust with the Trustee or with any paying
agent (other than the Issuer) or shall have been set aside, segregated and held
in trust by the Issuer for the Holders of such Securities (if the Issuer shall
act as its own paying agent), provided that if such Securities, or portions
thereof, are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as herein provided, or provision satisfactory
to the Trustee shall have been made for giving such notice; and

(c) Securities which shall have been paid or in
substitution for which other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.9 (except with respect to any such
Security as to which proof satisfactory to the Trustee is presented that such
Security is held by a Person in whose hands such Security is a legal, valid and
binding obligation of the Issuer);

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to Section 5.1.

"Periodic Offering" means an offering of Securities of a
series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the stated
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Issuer or its agents upon the
issuance of such Securities.

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

"principal" whenever used with reference to the Securities or
any Security or any portion thereof, shall be deemed to include "and premium,
if any".

"record date" shall have the meaning set forth in Section 2.7.

"Registered Global Security", means a Security evidencing all
or a part of a series of Registered Securities, issued to the Depositary for
such series in accordance with Section 2.4, and bearing the legend prescribed
in Section 2.4.

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"Registered Security" means any Security registered on the
Security register of the Issuer.

"Required Currency" shall have the meaning set forth in
Section 11.12.

"Responsible Officer" when used with respect to the Trustee
for any series of Securities means the chairman of the board of directors, any
vice chairman of the board of directors, the chairman of the trust committee,
the chairman of the executive committee, any vice chairman of the executive
committee, the president, any vice president, (whether or not designated by
numbers or words added before or after the title "vice president") the cashier,
the secretary, the treasurer, any trust officer, any assistant trust officer,
any assistant vice president, any assistant cashier, any assistant secretary,
any assistant treasurer, or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject.

"Security" or "Securities" has the meaning stated in the first
recital of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.

"Senior Indebtedness" means obligations (other than
non-recourse obligations, the Securities or any other obligations specifically
designated as being subordinate in right of payment to Senior Indebtedness) of,
or guaranteed or assumed by, the Issuer for borrowed money or evidenced by
bonds, debentures, notes, credit agreements or other similar instruments, and
amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligation (including, without limitation, all interest
(including post-bankruptcy-petition interest whether or not allowed as a claim
in bankruptcy), fees, expenses, indemnification obligations, costs of
enforcement, and costs of preservation of collateral which may at any time
accrue with respect to such obligations or which would accrue but for the
operation of any provision or doctrine under bankruptcy or analogous laws),
whether existing on the date of the Indenture or subsequently arising.

"Trustee" means the Person identified as "Trustee" in the
first paragraph hereof and, subject to the provisions of Article Six, shall
also include any successor trustee. "Trustee" shall also mean or include each
Person who is then a trustee hereunder and if at any time there is more than
one such Person, "Trustee" as used with respect to the Securities of any series
shall mean the trustee with respect to the Securities of such series.

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

"Unregistered Security" means any Security other than a
Registered Security.

"U.S. Government Obligations" shall have the meaning set forth
in Section 10.1(A).

"Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such

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series, or, if applicable, at the most recent redetermination of interest on
such series, and calculated in accordance with accepted financial practice.

ARTICLE TWO

SECURITIES

SECTION 2.1 Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form
(not inconsistent with this Indenture) as shall be established by or pursuant
to one or more Board Resolutions (as set forth in a Board Resolution or, to the
extent established pursuant to rather than set forth in a Board Resolution, an
Officers' Certificate detailing such establishment) or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have imprinted or otherwise reproduced thereon such
letters, numbers or other marks of identification and such legends or
endorsements, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and
Coupons.

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

SECTION 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

"This is one of the Securities referred to in the
within-mentioned Subordinated Indenture.

IBJ Schroder Bank & Trust Company
_________________________________,
as Trustee

By ________________________
Authorized Signatory"

If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Securities of such series may
have endorsed thereon, in addition to or in lieu of the Trustee's certificate
of authentication to be

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<PAGE> 16

borne by the Securities of each such series, an alternative certificate of
authentication substantially as follows:

"This is one of the Securities referred to in the
within-mentioned Subordinated Indenture.

__________________________,
as Authenticating Agent

By_________________________
Authorized Signatory"

SECTION 2.3 Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered and
Outstanding under this Indenture is unlimited.

The Securities may be issued in one or more series, and the Securities
of each such series shall rank equally and pari passu with the Securities of
each other series, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in
Article Thirteen, to all Senior Indebtedness of the Issuer. There shall be
established in or pursuant to one or more Board Resolutions attached to an
Officers' Certificate or established in one or more indentures supplemental
hereto, prior to the initial issuance of Securities of any series,

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

(2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);

(3) if other than Dollars, the coin or currency in which the
Securities of that series are denominated (including, but not limited to, any
Foreign Currency or ECU);

(4) the date or dates (or manner of determining the same)
on which the principal of the Securities of that series is payable (which, if
so provided in such Board Resolution attached to an Officers' Certificate may
be determined by the Issuer from time to time and set forth in the Securities
of the series issued from time to time);

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<PAGE> 17

(5) the rate or rates (or manner of calculation thereof)
at which the Securities of that series shall bear interest (if any), the date
or dates from which such interest shall accrue (which, in either case or both,
if so provided in such Board Resolution or Officers' Certificate, may be
determined by the Issuer from time to time and set forth in the Securities of
the series issued from time to time), the date or dates on which such interest
shall be payable (or manner of determining the same) and the right, if any, of
the Issuer to extend the interest payment periods of the Securities of the
series, the maximum duration, if any, of any such extension or extensions, the
additional interest, if any, payable on such Securities if any interest
payment period is extended and any notice (which in every case shall include
notice to the Trustee) which must be given upon the exercise of such rights;

(6) the place or places where the principal of and any
interest on Securities of the series shall be payable (if other than as
provided in Section 3.2), any Registered Securities of that series may be
surrendered for registration of transfer(if other than as provided in Section
2.8), any Securities of that series may be
surrendered for exchange, and notices and demands to or upon the Issuer in
respect of the Securities of that series and this Indenture may be served;

(7) the right, if any, of the Issuer to redeem
Securities of that series, in whole or in part, at its option and the
period or periods within which, the price or prices at which and any terms and
conditions upon which Securities of the series may be so redeemed, pursuant to
any sinking fund or otherwise;

(8) the obligation, if any, of the Issuer to redeem,
repurchase or repay Securities of the series pursuant to any mandatory
redemption, sinking fund or analogous provisions or at the option of a Holder
thereof and the price or prices at which and the period or periods within which
and any terms and conditions upon which Securities of the series shall be
redeemed, repurchased or repaid, in whole or in part, pursuant to such
obligation;

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

(10) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof;

(11) if other than the coin or currency in which the
Securities of that series are denominated, the coin or currency in which
payment of the principal of or interest on the Securities of such series shall
be payable;

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<PAGE> 18

(12) if the principal of or interest on the Securities of
such series are to be payable, at the election of the Issuer or a Holder
thereof, in a coin or currency other than that in which the Securities are
denominated, the period or periods within which, and the terms and conditions
upon which, such election may be made;

(13) if the amount of payments of principal of and
interest on the Securities of the series may be determined with reference to an
index based on a coin or currency other than that in which the Securities of
the series are denominated, the manner in which such amounts shall be
determined;

(14) whether the Securities of the series will be issuable
as Registered Securities (and if so, whether such Securities will be issuable
as Registered Global Securities) or Unregistered Securities (with or without
Coupons), or any combination of the foregoing, any restrictions applicable to
the offer, sale or delivery of Unregistered Securities or the payment of
interest thereon and, if other than as provided in Section 2.8, the terms upon
which Unregistered Securities of any series may be exchanged for Registered
Securities of such series and vice versa;

(15) whether and under what circumstances the Issuer will
pay additional amounts on the Securities of the series in respect of any tax,
assessment or governmental charge withheld or deducted ("Additional Amounts")
and, if so, whether the Issuer will have the option to redeem such Securities
rather than pay such Additional Amounts;

(16) if the 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, the form and terms of such
certificates, documents or conditions;

(17) any trustees, depositaries, authenticating or paying
agents, transfer agents or registrars or any other agents with respect to the
Securities of such series;

(18) if the Securities of that series do not bear interest,
the applicable dates for purposes of Section 4.1;

(19) if other than as set forth in Section 10.1,
provisions for the satisfaction and discharge of this Indenture with respect to
the Securities of that series;

(20) the date as of which any Unregistered Securities of
that series and any Registered Global Securities representing Outstanding
Securities of that series shall be dated if other than the date of original
issuance of the first Security of that series to be issued;

(21) whether the Securities of the series are issuable in
whole or in part as one or more global Securities and in such case, the
identity of the Depository for such global security or securities;

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<PAGE> 19

(22) any Events of Default in addition to the Events of
Default described in Section 5.1 and any covenants of the Issuer with respect
to the Securities of that series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth
herein; and

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

All Securities of any one series and Coupons, if any, appertaining
thereto, shall be substantially identical, except in the case of Registered
Securities as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution or Officers' Certificate referred to above or
as set forth in any such indenture supplemental hereto. The terms of such
Securities, as set forth above, may be determined by the Issuer from time to
time if so provided in or established pursuant to the authority granted in a
Board Resolution or Officers' Certificate. All Securities of any one series
need not be issued at the same time, and unless otherwise provided, a series
may be reopened for issuance of additional Securities of such series.

SECTION 2.4 Authentication and Delivery of Securities. The Issuer
may deliver Securities of any series having attached thereto appropriate
Coupons, if any, executed by the Issuer to the Trustee for authentication
together with the applicable documents referred to below in this Section, and
the Trustee shall thereupon authenticate and deliver such Securities to or upon
the order of the Issuer (contained in the Issuer Order referred to below in
this Section) or pursuant to such procedures acceptable to the Trustee and to
such recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate and any other terms of the
Securities of such series and Coupons, if any, appertaining thereto shall be
specified in or pursuant to such Issuer Order and procedures. If provided for
in such procedures, such Issuer Order may authorize authentication and delivery
pursuant to oral instructions from the Issuer or its duly authorized agent,
which instructions shall be promptly confirmed in writing. In authenticating
such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive (in the case of subparagraphs 2, 3 and 4 below only at or before the
time of the first request of the Issuer to the Trustee to authenticate
Securities of such series) and (subject to Section 6.1) shall be fully
protected in relying upon, unless and until such documents have been superseded
or revoked:

(1) an Issuer Order requesting such authentication and
setting forth delivery instructions if the Securities and Coupons, if any, are
not to be delivered to the Issuer, provided that, with respect to Securities of
a series subject to a Periodic Offering, (a) such Issuer Order may be delivered
by the Issuer to the Trustee prior to the delivery to the Trustee of such
Securities for authentication and delivery, (b) the Trustee shall authenticate
and

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<PAGE> 20

deliver Securities of such series for original issue from time to time, in an
aggregate principal amount not exceeding the aggregate principal amount
established for such series, pursuant to an Issuer Order or pursuant to
procedures acceptable to the Trustee as may be specified from time to time by
an Issuer Order, (c) the maturity date or dates, original issue date or dates,
interest rate or rates and any other terms of Securities of such series shall
be determined by an Issuer Order or pursuant to such procedures and (d) if
provided for in such procedures, such Issuer Order may authorize authentication
and delivery pursuant to oral or electronic instructions from the Issuer or its
duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing;

(2) any Board Resolution attached to an Officers'
Certificate and/or executed supplemental indenture referred to in
Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the
Securities and Coupons, if any, were established;

(3) an Officers' Certificate setting forth the form or
forms and terms of the Securities and Coupons, if any, stating that the form or
forms and terms of the Securities and Coupons, if any, have been established
pursuant to Sections 2.1 and 2.3 and comply with this Indenture, stating that
all conditions relating thereto have been satisfied and covering such other
matters as the Trustee may reasonably request; and

(4) at the option of the Issuer, either an Opinion of
Counsel, or a letter addressed to the Trustee permitting it to rely on an
Opinion of Counsel, substantially to the effect that:

(a) the forms of the Securities and Coupons, if
any, have been duly authorized and established in conformity with the
provisions of this Indenture;

(b) in the case of an underwritten offering, the
terms of the Securities have been duly authorized and established in
conformity with the provisions of this Indenture, and, in the case of a
Periodic Offering, certain terms of the Securities have been established
pursuant to a Board Resolution attached to an Officers' Certificate or a
supplemental indenture in accordance with this Indenture, and when such other
terms as are to be established pursuant to procedures set forth in an Issuer
Order shall have been established, all such terms will have been duly
authorized by the Issuer and will have been established in conformity with the
provisions of this Indenture;

(c) when the Securities and Coupons, if any, have
been executed by the Issuer and authenticated by the Trustee in accordance with
the provisions of this Indenture and delivered to and duly paid for by the
purchasers thereof, they will have been duly issued under this Indenture and
will be valid and legally binding obligations of the Issuer, enforceable in
accordance with their respective terms, and will be entitled to the benefits of
this Indenture; and

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<PAGE> 21

(d) the execution and delivery by the Issuer of,
and the performance by the Issuer of its obligations under, the Securities and
Coupons, if any, will not contravene any provision of applicable law or the
certificate of incorporation or by-laws of the Issuer or any agreement or
other instrument binding upon the Issuer or any of its subsidiaries that is
material to the Issuer and its subsidiaries, considered as one enterprise, or,
to the best of such counsel's knowledge, any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Issuer or any
subsidiary, and no consent, approval or authorization of any governmental body
or agency is required for the performance by the Issuer of its obligations
under the Securities and Coupons, if any, except such as are specified and have
been obtained and such as may be required by the securities or blue sky laws of
the various states in connection with the offer and sale of the Securities.

In rendering such opinions, such counsel may qualify any opinions as
to enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting the rights and remedies of creditors and is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Such counsel may rely, as to
all matters governed by the laws of jurisdictions other than the State of New
York and the federal law of the United States, upon opinions of other counsel
(copies of which shall be delivered to the Trustee), in which case the opinion
shall state that such counsel believes he and the Trustee are entitled so to
rely. Such counsel may also state that, insofar as such opinion involves
factual matters, he has relied, to the extent he deems proper, upon
certificates of officers of the Issuer and its subsidiaries and certificates of
public officials.

Notwithstanding any contrary provision herein, if all Securities of a
series are not to be originally issued at one time, it shall not be necessary
to deliver the Board Resolution, Officers' Certificate and Opinion of Counsel
otherwise required pursuant hereto at or prior to the time of authentication of
each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to
be issued.

The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees or
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders or would affect the Trustee's own
rights, duties or immunities under the Securities, this Indenture or otherwise.

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If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Registered
Global Securities, then the Issuer shall execute and the Trustee shall, in
accordance with this Section and the Issuer Order with respect to such series,
authenticate and deliver one or more Registered Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such series issued and not yet
canceled, (ii) shall be registered in the name of the Depositary for such
Registered Global Security or Securities or the nominee of such Depositary,
(iii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not be transferred
except as a whole by the Depositary to the nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary."

Each Depositary must, at the time of its designation and at all times
while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute
or regulation.

SECTION 2.5 Execution of Securities. The Securities and, if
applicable, each Coupon appertaining thereto shall be signed on behalf of the
Issuer by its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal (except in the case of Coupons) which may,
but need not, be attested. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. The seal of the Issuer
may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and other
minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or
Coupon had not ceased to be such officer of the Issuer; and any Security or
Coupon may be signed on behalf of the Issuer by such persons as, at the actual
date of the execution of such Security or Coupon, shall be the proper officers
of the Issuer, although at the date of the execution and delivery of this
Indenture any such person was not such an officer.

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SECTION 2.6 Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

SECTION 2.7 Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations established as
contemplated by Section 2.3 or, with respect to the Registered Securities of
any series, if not so established, in denominations of $1,000 and any integral
multiple thereof. If denominations of Unregistered Securities of any series
are not so established, such Securities shall be issuable in denominations of
$1,000 and $5,000. The Securities of each series shall be numbered, lettered
or otherwise distinguished in such manner or in accordance with such plan as
the officers of the Issuer executing the same may determine with the approval
of the Trustee, as evidenced by the execution and authentication thereof.

Each Registered Security shall be dated the date of its
authentication. Each Unregistered Security shall be dated as provided in or
pursuant to the Board Resolution referred to in Section 2.3. The Securities of
each series shall bear interest, if any, from the date, and such interest shall
be payable on the dates, established as contemplated by Section 2.3.

The Person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the Persons in whose names Outstanding
Registered Securities for such series are registered at the close of business
on a subsequent record date (which shall be not less than five Business Days
prior to the date of payment of such defaulted interest) established by notice
given by mail by or on behalf of the Issuer to the Holders of Registered
Securities not less than 15 days preceding such subsequent record date. The
term "record date" as used with respect to any interest payment date (except a
date

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<PAGE> 24

for payment of defaulted interest) for the Securities of any series shall mean
the date specified as such in the terms of the Registered Securities of such
series established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month or, if such
interest payment date is the fifteenth day of a calendar month, the first day
of such calendar month, whether or not such record date is a Business Day.

SECTION 2.8 Registration, Transfer and Exchange. The Issuer will
keep at each office or agency to be maintained for the purpose as provided in
Section 3.2 for each series of Securities a register in which, subject to such
reasonable regulations as it may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times
such register or registers shall be open for inspection by the Trustee.

Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series and of like
terms and tenor, in authorized denominations for a like aggregate principal
amount.

Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery. At the option
of the Holder thereof, Registered Securities of any series (other than a
Registered Global Security, except as set forth below) may be exchanged for a
Registered Security or Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Registered Securities to be exchanged at the agency of the Issuer that shall be
maintained for such purpose in accordance with Section 3.2 and upon payment, if
the Issuer shall so require, of the charges hereinafter provided. If the
Securities of any series are issued in both registered and unregistered form,
except as otherwise specified pursuant to Section 2.3, at the option of the
Holder thereof, Unregistered Securities of any series may be exchanged for
Registered Securities of such series having authorized denominations and an
equal aggregate principal amount and of like terms and tenor, upon surrender of
such Unregistered Securities to be exchanged at the agency of the Issuer that
shall be maintained for such purpose in accordance with Section 3.2, with, in
the case of Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default thereto appertaining, and upon
payment, if the Issuer shall so

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<PAGE> 25

require, of the charges hereinafter provided. At the option of the Holder
thereof, if Unregistered Securities of any series, maturity date, interest
rate and original issue date are issued in more than one authorized
denomination, except as otherwise specified pursuant to Section 2.3, such
Unregistered Securities may be exchanged for Unregistered Securities of such
series and of like terms and tenor having authorized denominations and an equal
aggregate principal amount, upon surrender of such Unregistered Securities to
be exchanged at the agency of the Issuer that shall be maintained for such
purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3,
with, in the case of Unregistered Securities that have Coupons attached, all
unmatured Coupons and all matured Coupons in default thereto appertaining, and
upon payment, if the Issuer shall so require, of the charges hereinafter
provided. Unless otherwise specified pursuant to Section 2.3, Registered
Securities of any series may not be exchanged for Unregistered Securities of
such series. Whenever any Securities are so surrendered for exchange, the
Issuer shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive. All
Securities and Coupons surrendered upon any exchange or transfer provided for
in this Indenture shall be promptly canceled and disposed of by the Trustee and
the Trustee will deliver a certificate of disposition thereof to the Issuer.

All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee duly
executed by the Holder or his attorney duly authorized in writing.

The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange
or registration of transfer of Securities. No service charge shall be made for
any such transaction.

The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed or (b) any Securities selected, called or being called for redemption,
in whole or in part, except, in the case of any Security to be redeemed in
part, the portion thereof not so to be redeemed.

Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such

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Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.

If at any time the Depositary for any Registered Securities of a
series represented by one or more Registered Global Securities notifies the
Issuer that it is unwilling or unable to continue as Depositary for such
Registered Securities or if at any time the Depositary for such Registered
Securities shall no longer be eligible under Section 2.4, the Issuer shall
appoint a successor Depositary with respect to such Registered Securities. If
a successor Depositary for such Registered Securities is not appointed by the
Issuer within 90 days after the Issuer receives such notice or becomes aware of
such ineligibility, the Issuer's election pursuant to Section 2.3 that such
Registered Securities be represented by one or more Registered Global
Securities shall no longer be effective and the Issuer will execute, and the
Trustee, upon receipt of an Officers' Certificate for the authentication and
delivery of definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered form without
Coupons and of like terms and tenor, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities in
exchange for such Registered Global Security or Securities.

The Issuer may at any time and in its sole discretion determine that
the Registered Securities of any series issued in the form of one or more
Registered Global Securities shall no longer be represented by a Registered
Global Security or Securities. In such event the Issuer will execute, and the
Trustee, upon receipt of an Officers' Certificate for the authentication and
delivery of definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered form without
Coupons and of like terms and tenor, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities, in
exchange for such Registered Global Security or Securities.

If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of the same series and of like
terms and tenor in definitive registered form on such terms as are acceptable
to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and
the Trustee shall authenticate and deliver, without service charge,

(i) to the Person specified by such Depositary a new
Registered Security or Securities of the same series and of like terms and
tenor, of any authorized denominations as requested by such Person, in an
aggregate principal amount equal to and in

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exchange for such Person's beneficial interest in the Registered Global
Security; and

(ii) to such Depositary a new Registered Global Security
in a denomination equal to the difference, if any, between the principal amount
of the surrendered Registered Global Security and the aggregate principal
amount of Registered Securities authenticated and delivered pursuant to clause
(i) above.

Upon the exchange of a Registered Global Security for Securities in
definitive registered form without Coupons, in authorized denominations, such
Registered Global Security shall be canceled by the Trustee or its agent.
Securities in definitive registered form without Coupons issued in exchange for
a Registered Global Security pursuant to this Section 2.8 shall be registered
in such names and in such authorized denominations as the Depositary for such
Registered Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or an agent of
the Issuer or the Trustee. The Trustee or such agent shall deliver such
Securities to or as directed by the Persons in whose names such Securities are
so registered.

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

Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of the
Issuer or the Trustee (any of which, other than the Issuer, shall rely on an
Officers' Certificate and an Opinion of Counsel) shall be required to exchange
any Unregistered Security for a Registered Security if such exchange would
result in adverse Federal income tax consequences to the Issuer (such as, for
example, the inability of the Issuer to deduct from its income, as computed for
Federal income tax purposes, the interest payable on the Unregistered
Securities) under then applicable United States Federal income tax laws.

SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security or any Coupon
appertaining to any Security shall become mutilated, defaced or be destroyed,
lost or stolen, the Issuer in its discretion may execute, and upon the written
request of any officer of the Issuer, the Trustee shall authenticate and
deliver a new Security of like terms and tenor bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen with Coupons (if
any) corresponding to the Coupons appertaining to the Securities so mutilated,

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defaced, destroyed, lost or stolen, or in exchange or substitution for the
Security to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, with Coupons appertaining thereto corresponding to the Coupons so
mutilated, defaced, destroyed, lost or stolen. In every case the applicant for
a substitute Security or Coupon shall furnish to the Issuer and to the Trustee
and any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security or Coupon and of the ownership
thereof and in the case of mutilation or defacement shall surrender the
Security and related Coupons to the Trustee or such agent.

Upon the issuance of any substitute Security or Coupon, the Issuer 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 or its agent) connected
therewith. In case any Security or Coupon which has matured or is about to
mature or has been called for redemption in full shall become mutilated or
defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a
substitute Security, pay or authorize the payment of the same or the relevant
Coupon (without surrender thereof except in the case of a mutilated or defaced
Security or Coupon), if the applicant for such payment shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the
Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security or Coupon and of the ownership thereof.

Every substitute Security or Coupon of any series issued pursuant to
the provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities or Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced or
destroyed, lost or stolen Securities and Coupons and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

SECTION 2.10 Cancellation of Securities; Destruction Thereof. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered

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to the Issuer or any agent of the Issuer or the Trustee or any agent of the
Trustee, shall be delivered to the Trustee or its agent for cancellation or, if
surrendered to the Trustee, shall be canceled by it; and no Securities or
Coupons shall be issued in lieu thereof except as expressly permitted by any of
the provisions of this Indenture. The Trustee or its agent shall dispose of
canceled Securities and Coupons held by it and deliver a certificate of
disposition to the Issuer. If the Issuer or its agent shall acquire any of the
Securities or Coupons, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities or Coupons
unless and until the same are delivered to the Trustee or its agent for
cancellation.

SECTION 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without Coupons, or as Unregistered
Securities with or without Coupons attached thereto, of any authorized
denomination, and substantially in the form of the definitive Securities of
such series but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Issuer
with the concurrence of the Trustee as evidenced by the execution and
authentication thereof. Temporary Securities may contain such references to
any provisions of this Indenture as may be appropriate. Every temporary
Security shall be executed by the Issuer and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Registered Securities of such series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by
the Issuer for that purpose pursuant to Section 3.2 and, in the case of
Unregistered Securities, at any agency maintained by the Issuer for such
purpose as specified pursuant to Section 2.3, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities of such
series an equal aggregate principal amount of definitive Securities of the same
series and of like terms and tenor having authorized denominations and, in the
case of Unregistered Securities, having attached thereto any appropriate
Coupons. Until so exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive Securities of
such series, unless otherwise established pursuant to Section 2.3. The
provisions of this Section are subject to any restrictions or limitations on
the issue and delivery of temporary Unregistered Securities of any series that
may be established pursuant to Section 2.3 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single global Unregistered Security to be delivered to a depositary or agency
located outside the United States and the procedures pursuant to

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which definitive or global Unregistered Securities of such series would be
issued in exchange for such temporary global Unregistered Security).

SECTION 2.12 CUSIP Numbers. The Issuer in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE THREE

COVENANTS OF THE ISSUER

SECTION 3.1 Payment of Principal and Interest. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any Additional Amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in the
Coupons, if any, appertaining thereto and in this Indenture. The interest on
Securities with Coupons attached (together with any Additional Amounts payable
pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest
installments as are evidenced thereby as they severally mature. If any
temporary Unregistered Security provides that interest thereon may be paid
while such Security is in temporary form, the interest on any such temporary
Unregistered Security (together with any Additional Amounts payable pursuant to
the terms of such Security) shall be paid, as to the installments of interest
evidenced by Coupons attached thereto, if any, only upon presentation and
surrender thereof, and, as to the other installments of interest, if any, only
upon presentation of such Securities for notation thereon of the payment of
such interest, in each case subject to any restrictions that may be established
pursuant to Section 2.3. The interest on Registered Securities (together with
any Additional Amounts payable pursuant to the terms of such Securities) shall
be payable only to or upon the written order of the Holders thereof and, at the
option of the Issuer, may be paid by wire transfer (subject to the procedures
of the paying agent) or by mailing checks for such interest payable to or upon
the written order of such Holders at their last addresses as they appear on the
registry books of the Issuer.

SECTION 3.2 Offices for Payments, etc. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer will maintain in the Borough of Manhattan,
The City of New York, an office or agency where the Registered Securities of
each series may be presented for payment, where the Securities of each series
may be presented for exchange as is provided in this Indenture and, if
applicable, pursuant to Section 2.3 and where the Registered Securities of each
series may be presented for registration of transfer as in this Indenture
provided.

The Issuer will maintain one or more offices or agencies in a city or
cities located outside the United States (including any

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<PAGE> 31

city in which such an agency is required to be maintained under the rules of
any stock exchange on which the Securities of such series are listed) where the
Unregistered Securities, if any, of each series and Coupons, if any,
appertaining thereto may be presented for payment. No payment on any
Unregistered Security or Coupon will be made upon presentation of such
Unregistered Security or Coupon at an agency of the Issuer within the United
States nor will any payment be made by transfer to an account in, or by mail to
an address in, the United States unless pursuant to applicable United States
laws and regulations then in effect such payment can be made without adverse
tax consequences to the Issuer. Notwithstanding the foregoing, payments in
Dollars of Unregistered Securities of any series and Coupons appertaining
thereto which are payable in Dollars may be made at an agency of the Issuer
maintained in the Borough of Manhattan, The City of New York if such payment in
Dollars at each agency maintained by the Issuer outside the United States for
payment on such Unregistered Securities is illegal or effectively precluded by
exchange controls or other similar restrictions.

The Issuer will maintain in the Borough of Manhattan, The City of New
York, an office or agency where notices and demands to or upon the Issuer in
respect of the Securities of any series, the Coupons appertaining thereto or
this Indenture may be served.

The Issuer will give to the Trustee written notice of the location of
each such office or agency and of any change of location thereof. In case the
Issuer shall fail to maintain any agency required by this Section to be located
in the Borough of Manhattan, The City of New York, or shall fail to give such
notice of the location or of any change in the location of any of the above
agencies, presentations and demands may be made and notices may be served at
the Corporate Trust Office of the Trustee.

The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of a series and any Coupons
appertaining thereto may be presented for payment, where the Securities of that
series may be presented for exchange as provided in this Indenture and pursuant
to Section 2.3 and where the Registered Securities of that series may be
presented for registration of transfer as in this Indenture provided, and the
Issuer may from time to time rescind any such designation, as the Issuer may
deem desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain
the agencies provided for in this Section. The Issuer will give to the Trustee
prompt written notice of any such designation or rescission thereof.

SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

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<PAGE> 32

SECTION 3.4 Paying Agents. Whenever the Issuer shall appoint a
paying agent other than the Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

(a) that it will hold all sums received by it as such
agent for the payment of the principal of or interest on the Securities of
such series (whether such sums have been paid to it by the Issuer or by any
other obligor on the Securities of such series) in trust for the benefit of
the Holders of the Securities of such series, or Coupons appertaining thereto,
if any, or of the Trustee,

(b) that it will give the Trustee notice of any failure
by the Issuer (or by any other obligor on the Securities of such series) to
make any payment of the principal of or interest on the Securities of such
series when the same shall be due and payable, and

(c) that it will at any time during the continuance of
any such failure, upon the written request of the Trustee, forthwith pay to
the Trustee all sums so held in trust by such paying agent.

The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action. Principal of or interest on the Securities shall
be considered paid on the date due if the paying agent holds as of [10:00 A.M.
EASTERN TIME] on the due date money deposited by the Issuer in immediately
available funds and designated for and sufficient to pay all principal or
interest then due.

If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series or the
Coupons appertaining thereto a sum sufficient to pay such principal or interest
so becoming due. The Issuer will promptly notify the Trustee of any failure to
take such action.

The Issuer hereby initially appoints the Trustee as registrar and
paying agent. Anything in this Section to the contrary notwithstanding, but
subject to Section 10.1, the Issuer may at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or all
series of Securities hereunder, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust for any such series by the Issuer or
any paying agent hereunder, as required by this Section, such sums to be held
by the Trustee upon the trusts herein contained.

Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 10.3 and 10.4.

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SECTION 3.5 Written Statement to Trustee. The Issuer will deliver to
the Trustee within 120 days after the end of each fiscal year an Officers'
Certificate (which need not comply with Section 11.5) as to whether or not to
the knowledge of the signers thereof the Issuer is in compliance with all
covenants and conditions of this Indenture (without regard to any period of
grace or requirements of notice provided hereunder) and, if the Issuer shall
not be in such compliance, specifying all defaults and the nature and status
thereof of which the signers may have knowledge. At least one signatory to
such Officers' Certificate shall be the principal executive officer, principal
financial officer or principal accounting officer of the Issuer.

SECTION 3.6 Luxembourg Publications. In the event of the publication
of any notice pursuant to Section 5.11, 6.10(a), 6.11, 8.2, 10.4, 12.2 or 12.5
or Section 310(b) of the Trust Indenture Act of 1939, the party making such
publication in the Borough of Manhattan, The City of New York and London shall
also, to the extent that notice is required to be given to Holders of
Securities of any series by applicable Luxembourg law or stock exchange
regulation, as evidenced by an Officers' Certificate delivered to such party,
make a similar publication in Luxembourg.

SECTION 3.7 Additional Amounts. If the Securities of a series
provide for the payment of Additional Amounts to the Holders of such
Securities, then the Issuer shall pay to each Holder of such Securities or any
Coupon appertaining thereto the Additional Amounts as provided therein.

If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first interest payment date with respect
to such series of Securities (or if the Securities of such series shall not
bear interest, the first day on which a payment of principal is made) and at
least 10 days prior to each date of payment of principal or interest if there
has been a change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Issuer will furnish the Trustee and the principal
paying agent for such Securities, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such paying agent whether such payment
of principal or interest shall be made to Holders of Securities of such series
or related Coupons who are United States Aliens (as such term is defined with
respect to such Securities) without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities or Coupons and the
Issuer will pay or cause to be paid to the Trustee or such paying agent the
Additional Amounts required by the terms of such Securities. The Issuer
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

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<PAGE> 34

any of them in reliance on any Officers' Certificate furnished pursuant to this
Section.

Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or interest on, or in respect of, any Security,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in the terms of such Security to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of such Securities and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall
not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.

ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer and any other obligor on the
Securities covenant and agree that they will furnish or cause to be furnished
to the Trustee a list in such form as the Trustee may reasonably require of the
names and addresses of the Holders of the Registered Securities of each series
pursuant to Section 312 of the Trust Indenture Act of 1939:

(a) semiannually and not more than 15 days after each
record date for the payment of interest on such Registered Securities, as
hereinabove specified, as of such record date and on dates to be determined
pursuant to Section 2.3 for non-interest bearing Registered Securities in each
year, and

(b) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Issuer of any such request as of a
date not more than 15 days prior to the time such information is furnished,

provided that if and so long as the Trustee shall be the Security registrar for
such series and all of the Securities of any series are Registered Securities,
such list shall not be required to be furnished.

SECTION 4.2 Preservation and Disclosure of Securityholders Lists.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders of each series of Registered Securities (i) contained in the most
recent list furnished to it as provided in Section 4.1, (ii) received by it in
the capacity of security registrar for such series, if so acting, and (iii)
filed with it within two preceding years pursuant to 4.2(b)(ii). The Trustee
may

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destroy any list furnished to it as provided in Section 4.1 upon receipt of a
new list so furnished.

(b) In case three or more Holders of Securities
(hereinafter referred to as "applicants") apply in writing to the Trustee and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of a particular series (in which
case the applicants must all hold Securities of such series) or with Holders of
all Securities with respect to their rights under this Indenture or under such
Securities and such application is accompanied by a copy of the form of proxy
or other communication which such applicants propose to transmit, then the
Trustee shall, within five Business Days after the receipt of such application,
at its election, either

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

(ii) inform such applicants as to the approximate
number of Holders of Registered Securities of such series or of all Registered
Securities, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee, in accordance with the
provisions of subsection (a) of this Section, and as to the approximate cost
of mailing to such Securityholders the form of proxy or other communication, if
any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, at the expense of such applicants, mail to each Securityholder of
such series or all Holders of Registered Securities, as the case may be, whose
name and address appears in the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of this Section a
copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Registered Securities of such series or of all
Registered Securities, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained

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have been met, and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Securityholders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.

(c) Each and every Holder of Securities and Coupons, by
receiving and holding the same, agrees with the Issuer and the Trustee that
neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee
shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders of Securities in accordance with
the provisions of subsection (b) of this Section, 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
such subsection (b).

SECTION 4.3 Reports by the Issuer. The Issuer covenants:

(a) to file with the Trustee, within 30 days after the
Issuer 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 Issuer 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 Issuer is not required to file information,
documents, or reports pursuant to either of such Sections, then to 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 debt
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;

(b) to 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 Issuer with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and regulations;
and

(c) to transmit by mail to the Holders of Securities
within 30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in Section 11.4(c), such summaries of any information,
documents and reports required to be filed by the Issuer pursuant to
subsections (a) and (b) of this Section as may be required to be transmitted to
such Holders by rules and regulations prescribed from time to time by the
Commission.

SECTION 4.4 Reports by the Trustee. The Trustee shall transmit to
the Securityholders such reports concerning the Trustee

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and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act of 1939 at the times and in the manner provided pursuant thereto.

A copy of each such report shall, at the time of such transmission to
Securityholders, be furnished to the Issuer and be filed by the Trustee with
each stock exchange upon which the Securities of any applicable series are
listed and also with the Commission. The Issuer agrees to notify the Trustee
with respect to any series when and as the Securities of such series become
admitted to trading on any national securities exchange.

Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than July 15 in each calendar
year, commencing in 1996, and shall be dated as of a date no earlier than May
15.

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.1 Event of Default Defined; Acceleration of Maturity;
Waiver of Default. "Event of Default" with respect to Securities of any series
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of
law, pursuant to Article Thirteen or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

(a) default in the payment of any installment of interest
upon any of the Securities of such series as and when the same shall become due
and payable, and continuance of such default for a period of 30 days;
provided, however, that a valid extension of an interest payment period by the
Issuer in accordance with the terms of any indenture supplemental hereto, shall
not constitute a default in the payment of interest for this purpose; or

(b) default in the payment of all or any part of the
principal on any of the Securities of such series as and when the same shall
become due and payable either at maturity, upon any redemption, by declaration
or otherwise; or

(c) default in the payment of any sinking fund
installment as and when the same shall become due and payable by the terms of
the Securities of such series; or

(d) default in the performance, or breach, of any
covenant or warranty of the Issuer in the Securities of such series (other than
a covenant or warranty in respect of the Securities of such series 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 90 days
after there has been given, by registered or certified mail, to the Issuer by
the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities of all series affected
thereby, a written notice specifying such

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<PAGE> 38

default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

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

(f) the institution by the Issuer of proceedings to be
adjudicated a bankrupt or insolvent or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under the
Federal bankruptcy law or any other applicable Federal or state law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Issuer or of any substantial part of its property, or the
making by it of a general assignment for the benefit of creditors; or

(g) any other Event of Default provided in the
supplemental indenture under which such series of Securities is issued or in
the form of Security for such series;

provided, however, that the occurrence of any of
the events described in the foregoing clause (g) shall not constitute an Event
of Default if such occurrence is the result of changes in generally accepted
accounting principles as recognized by the American Institute of Certified
Public Accountants at the date as of which this Indenture is executed and a
certificate to such effect is delivered to the Trustee by the Issuer's
independent public accountants.

If an Event of Default described in clauses (a), (b), (c), (d) or (g)
(if the Event of Default under clause (d) or (g), as the case may be, is with
respect to less than all series of Securities then Outstanding) occurs and is
continuing, then, and in each and every such case, except for any series of
Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of all such affected series then Outstanding
hereunder (voting as a single class) by notice in writing to the Issuer (and to
the Trustee if given by Securityholders), may declare the entire principal (or,
if the Securities of any such affected series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of all such affected series, and the

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interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration, the same shall become immediately due and payable. If an
Event of Default described in clause (d) or (g) (if the Event of Default under
clause (d) or (g), as the case may be, is with respect to all series of
Securities then Outstanding), (e) or (f) occurs and is continuing, then and in
each and every such case, unless the principal of all the Securities shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of all the Securities then Outstanding
hereunder (treated as one class), by notice in writing to the Issuer (and to
the Trustee if given by Securityholders), may declare the entire principal (or,
if any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
Outstanding, and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately
due and payable.

The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as
the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the Issuer shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Securities of each such series (or of all the Securities, as the case
may be) and the principal of any and all Securities of each such series (or of
all the Securities, as the case may be) which shall have become due otherwise
than by acceleration (with interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of each such series (or at the respective rates of interest or
Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit) and such amount as shall be sufficient to cover
reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, accountants, experts, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of negligence or bad faith, and if
any and all Events of Default under the Indenture, other than the non-payment
of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein--then
and in every such case the Holders of a majority in aggregate principal amount
of all the Securities of each such series, or of all the Securities, as the
case may be, in each case voting as a single class, then Outstanding, by
written notice to the Issuer and to the Trustee, may waive all defaults with
respect to each such series (or with respect to all the Securities, as the case
may be) and rescind and annul such declaration and its consequences, but no

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such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and
annulled, the principal amount of such Original Issue Discount Securities shall
be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such acceleration, and
payment of such portion of the principal thereof as shall be due and payable as
a result of such acceleration, together with interest, if any, thereon and all
other amounts owing thereunder, shall constitute payment in full of such
Original Issue Discount Securities.

SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity
of the Securities of such series or upon any redemption or by declaration or
otherwise -- then upon demand of the Trustee, the Issuer will pay to the
Trustee for the benefit of the Holders of the Securities of such series the
whole amount that then shall have become due and payable on all Securities of
such series, and such Coupons, for principal or interest, as the case may be
(with interest to the date of such payment upon the overdue principal and, to
the extent that payment of such interest is enforceable under applicable law,
on overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series) (with any such calculation of rate of
interest or Yield to Maturity to be made by the Issuer and approved by the
Trustee); and in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and any expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor Trustee except as a
result of its negligence or bad faith.

Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
Holders, whether or not the Securities of such series be overdue.

In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the

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sums so due and unpaid, and may prosecute any such action or proceedings to
judgment or final decree, and may enforce any such judgment or final decree
against the Issuer or other obligor upon the Securities and collect in the
manner provided by law out of the property of the Issuer or other obligor upon
the Securities, wherever situated the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to
the Issuer or other obligor upon the Securities, or to the creditors or
property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such proceedings
or otherwise:

(a) to file and prove a claim or claims for the
whole amount of principal and interest (or, if the Securities of any
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) owing and unpaid in
respect of the Securities of any series, 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 reasonable compensation to the Trustee and
each predecessor Trustee, and their respective agents, accountants, experts,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee,
except as a result of negligence or bad faith) and of the Securityholders
allowed in any judicial proceedings relative to the Issuer or other obligor
upon the Securities, or to the creditors or property of the Issuer or such
other obligor,

(b) unless prohibited by applicable law and regulations,
to vote on behalf of the Holders of the Securities of any series in any
election of a trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings or Person performing
similar functions in comparable proceedings, and

(c) to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all amounts
received with respect to the claims of the Securityholders and of the Trustee
on their behalf; and any trustee, receiver, or liquidator, custodian or other
similar official is hereby authorized by each of the Securityholders to make
payments to the Trustee, and, in the event that the Trustee shall consent to
the

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making of payments directly to the Securityholders, to pay to the Trustee such
amounts as shall be sufficient to cover reasonable compensation to the Trustee,
each predecessor Trustee and their respective agents, accountants, experts,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee except as a result
of negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar Person.

All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof on any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment, subject
to the payment of the expenses, disbursements and compensation of the Trustee,
each predecessor Trustee and their respective agents, accountants, experts,
attorneys and counsel, shall be for the ratable benefit of the Holders of the
Securities or Coupons appertaining to such Securities in respect of which such
action was taken.

In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the
Holders of the Securities or Coupons appertaining to such Securities in respect
to which such action was taken, and it shall not be necessary to make any
Holders of such Securities or Coupons appertaining to such Securities parties
to any such proceedings.

SECTION 5.3 Application of Proceeds. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall, subject (in
the case of clauses SECOND, THIRD, FOURTH and FIFTH below) to the subordination
provisions hereof, be applied in the following order at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys on account of
principal or interest, upon presentation of the several Securities and Coupons
appertaining to such Securities in respect of which monies have been collected
and stamping (or otherwise noting) thereon the payment, or issuing Securities
of such series in reduced principal amounts in exchange for the presented
Securities of like series if only partially paid, or upon surrender thereof if
fully paid:

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FIRST: To the payment of costs and expenses applicable to
such series in respect of which monies have been collected, including
reasonable compensation to the Trustee and each predecessor Trustee and their
respective agents and attorneys and of all expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee, except as a
result of negligence or bad faith, and all amounts owing to the Trustee under
Section 6.6;

SECOND: To the payment of the full amount of the
Senior Indebtedness in cash pursuant to Article Thirteen hereof;

THIRD: In case the principal of the Securities of such
series in respect of which moneys have been collected shall not have become and
be then due and payable, to the payment of interest on the Securities of such
series in default in the order of the maturity of the installments of such
interest, with interest (to the extent that such interest has been collected by
the Trustee) upon the overdue installments of interest at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in such Securities, such payments to be made ratably to
the Persons entitled thereto, without discrimination or preference;

FOURTH: In case the principal of the Securities of such series
in respect of which moneys have been collected shall have become and shall be
then due and payable, to the payment of the whole amount then owing and unpaid
upon all the Securities of such series for principal and interest, with
interest upon the overdue principal, and (to the extent that such interest has
been collected by the Trustee) upon overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series; and in
case such moneys shall be insufficient to pay in full the whole amount so due
and unpaid upon the Securities of such series, then to the payment of such
principal and interest or Yield to Maturity, without preference or priority of
principal over interest or Yield to Maturity, or of interest or Yield to
Maturity over principal, or of any installment of interest over any other
installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such principal and accrued
and unpaid interest or Yield to Maturity; and

FIFTH: To the payment of the remainder, if any, to the
Issuer or any other Person lawfully entitled thereto.

SECTION 5.4 Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

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SECTION 5.5 Restoration of Rights on Abandonment of Proceedings. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

SECTION 5.6 Limitations on Suits by Securityholders. No Holder of
any Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a
trustee, receiver, liquidator, custodian or other similar official or for any
other remedy hereunder, unless such Holder previously shall have given to the
Trustee written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of not less than 25% in
aggregate principal amount of the Securities of all affected series then
Outstanding (treated as a single class) shall have made written request upon
the Trustee to institute such action or proceedings in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such action
or proceeding and no direction inconsistent with such written request shall
have been given to the Trustee pursuant to Section 5.9; it being understood and
intended, and being expressly covenanted by the taker and Holder of every
Security or Coupon with every other taker and Holder and the Trustee, that no
one or more Holders of Securities of any series or Coupons appertaining to such
Securities shall have any right in any manner whatever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights
of any other such Holder of Securities or Coupons appertaining to such
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series and Coupons appertaining to such
Securities. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

SECTION 5.7 Unconditional Right of Securityholders to Institute
Certain Suits. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security or Coupon to
receive payment of the principal of and interest on such Security or Coupon on
or after the respective due dates expressed or provided for in such Security

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or Coupon, or to institute suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder; provided, however, that a valid extension of an
interest payment period by the Issuer in accordance with the terms of any
indenture supplemental hereto, shall not constitute the failure to pay
interest for this purpose.

SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. Except as provided in Section 5.6 and the last paragraph of
Section 2.9, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or Coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

No delay or omission of the Trustee or of any Holder of Securities or
Coupons to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 5.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Holders of Securities or
Coupons may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders of Securities or Coupons.

SECTION 5.9 Control by Holders of Securities. The Holders of a
majority in aggregate principal amount of the Securities of each series
affected (with all such series voting as a single class) at the time
Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; provided that such direction shall
not be otherwise than in accordance with law and the provisions of this
Indenture and provided further that (subject to the provisions of Section 6.1)
the Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors, the executive committee, or a trust committee
of directors or Responsible Officers of the Trustee shall determine that the
action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions
or forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series so
affected not joining in the giving of said direction, it being understood that
(subject to Section 6.1) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are unduly prejudicial to such Holders.

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Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

SECTION 5.10 Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 5.1, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which an Event of Default shall have occurred
and be continuing (voting as a single class) may on behalf of the Holders of
all such Securities waive any past default or Event of Default described in
Section 5.1 and its consequences, except a default in the payment of the
principal of or interest on any Security of such series or in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Security affected. In the case of any such
waiver, the Issuer, the Trustee and the Holders of all such Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed to have
been cured and not to have occurred, and any Event of Default arising therefrom
shall be deemed to have been cured, and not to have occurred 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 5.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall, within 90 days after the occurrence of a
default with respect to the Securities of any series, give notice of all
defaults with respect to that series known to the Trustee (i) if any
Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper
in London (and, if required by Section 3.6, at least once in an Authorized
Newspaper in Luxembourg) and (ii) to all Holders of Securities of such series
in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act of 1939, unless in each case such defaults shall have been cured
before the mailing or publication of such notice (the term "default" or
"defaults" for the purpose of this Section being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); provided that, except in the case of default in
the payment of the principal of or interest on any of the Securities of such
series, or in the payment of any sinking fund installment on such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or trustees and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders
of such series.

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SECTION 5.12 Right of Court to Require Filing of Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Security or Coupon
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, 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 Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) or (g) of Section 5.1 (if the
suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby,
or in the case of any suit relating to or arising under clause (d) or (g) (if
the suit under clause (d) or (g) relates to all the Securities then
Outstanding), (e) or (f) of Section 5.1, 10% in aggregate principal amount of
all Securities then Outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security or
any date fixed for redemption.

ARTICLE SIX

CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

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

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(a) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustee with respect to the
Securities of any series shall be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

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

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

(c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders pursuant to Section 5.9 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur personal financial liability
in the performance of any of its duties or in the exercise of any of its rights
or powers, unless the Trustee receives security and indemnity satisfactory to
it against any loss, liability or expense.

SECTION 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

(a) the Trustee may conclusively rely and shall be protected in acting or
refraining from Dacting upon any resolution, Officers' Certificate or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture, note, Coupon, Security or other paper or document
believed by it to

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be genuine and to have been signed or presented by the proper party or parties
(The Trustee need not investigate any fact or matter stated in such document.);

(b) before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both (and the Trustee shall
not be liable for any action it takes or refrains from taking in good faith in
reliance on any such Officers' Certificate or Opinion of Counsel);

(c) any request, direction, order or demand of the Issuer mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Issuer;

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

(e) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

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

(g) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, 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, consent,
order, approval, appraisal, bond, debenture, note, Coupon, Security, or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such investigation shall be paid by the Issuer or,
if paid by the Trustee or any predecessor Trustee, shall be repaid by the
Issuer upon demand; and

(h) 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 not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence

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on the part of any such agent or attorney appointed with due care by it
hereunder.

SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the Trustee's certificates of authentication, shall be taken
as the statements of the Issuer, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities or Coupons. The
Trustee shall not be accountable for the use or application by the Issuer of
any of the Securities or of the proceeds thereof.

SECTION 6.4 Trustee and Agents May Hold Securities or Coupons; Collections,
etc. The Trustee or any agent of the Issuer or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities or Coupons
with the same rights it would have if it were not the Trustee or such agent
and, subject to Sections 6.8 and 6.13, may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the Issuer with the same
rights it would have if it were not the Trustee or such agent.

SECTION 6.5 Moneys Held by Trustee. Subject to the provisions of Section
10.4 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior Claim.
The Issuer covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its attorneys and
counsel and of all agents, accountants, experts, and other persons not
regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Issuer also covenants to
indemnify the Trustee and each predecessor Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including the costs and expenses of defending itself against or
investigating any claim of liability in the premises. The obligations of the
Issuer under this Section to

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compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be a senior claim to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Securities or Coupons,
and the Securities are hereby subordinated to such senior claim.

To secure the Company's payment obligations in this Section 6.6, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities. Such Lien shall survive the satisfaction
and discharge of this Indenture.

SECTION 6.7 Right of Trustee to Rely on Officers' Certificate, etc. Subject
to Sections 6.1 and 6.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate and Opinion of Counsel delivered to the Trustee, and
such certificate and opinion, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith
thereof.

SECTION 6.8 Qualification of Trustee; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act of 1939, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act of 1939 and this Indenture. To the
extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.

SECTION 6.9 Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority and which is otherwise eligible to act
as Trustee under Section 310(a) of the Trust Indenture Act of 1939. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.10.

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SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee.

(a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Securities by giving
written notice of resignation to the Issuer and (i) if any Unregistered
Securities of a series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, and at
least once in an Authorized Newspaper in London (and, if required by Section
3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any
Unregistered Securities of a series affected are then Outstanding, by mailing
notice of such resignation to the Holders thereof who have filed their names
and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act of 1939 at such addresses as were so furnished to the Trustee and
at the cost and expense of the Issuer, and (iii) by mailing notice of such
resignation to the Holders of then Outstanding Registered Securities of each
series affected at their addresses as they shall appear on the registry books.
Upon receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed with respect to any series and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 5.12, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of Section 6.8
with respect to any series of Securities after written request therefor by the
Issuer or by any Securityholder who has been a bona fide Holder of a Security
or Securities of such series for at least six months; or

(ii) the Trustee shall cease to be eligible in accordance with the
provisions of Section 6.9 and shall fail to resign after written request
therefor by the Issuer or by any Securityholder; or

(iii) the Trustee shall become incapable of acting with respect to any
series of Securities, or shall be adjudged a

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bankrupt or insolvent, or a receiver or liquidator 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, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 5.12, any Securityholder who has been a bona fide Holder of a Security
or Securities of such series for at least six months may on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

(c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

(d) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 6.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 6.11.

SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any successor
trustee appointed as provided in Section 6.10 shall execute and deliver to the
Issuer and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
with respect to all or any applicable series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect to such
series of its predecessor hereunder, with like effect as if originally named as
trustee for such series hereunder; but, nevertheless, on the written request of
the Issuer or of the successor trustee, upon payment of its charges then
unpaid, the trustee ceasing to act shall, subject to Section 10.4, pay over to
the successor trustee all moneys at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee all

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such rights and powers. Any trustee ceasing to act shall, nevertheless, retain
a prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 6.6.

If a successor trustee is appointed with respect to the Securities of one or
more (but not all) series, the Issuer, the predecessor trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor trustee with respect to
the Securities of any series as to which the predecessor trustee is not
retiring shall continue to be vested in the predecessor trustee, and 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 under
separate indentures.

No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 6.9.

Upon acceptance of appointment by any successor trustee as provided in this
Section 6.11, the Issuer shall give notice thereof (a) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof,
by publication of such notice at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 3.6, at least once in an
Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities of a
series affected are then Outstanding, to the Holders thereof who have filed
their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act of 1939, by mailing such notice to such Holders at such
addresses as were so furnished to the Trustee (and the Trustee shall make such
information available to the Issuer for such purpose) and (c) to the Holders of
Registered Securities of each series affected, by mailing such notice to such
Holders at their addresses as they shall appear on the registry books. If the
acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 6.10. If the Issuer fails to
give such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be given at
the expense of the Issuer.

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SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee. 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 that such corporation shall be qualified under the provisions of
Section 6.8 and Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 6.9, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

In case at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture any of the Securities of any series shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities of
any series shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor Trustee; and in all such cases such certificate
shall have the full force which it is anywhere in the Securities of such series
or in this Indenture provided that the certificate of the Trustee shall have;
provided, that the right to adopt the certificate of authentication of any
predecessor trustee or to authenticate Securities of any series in the name of
any predecessor trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

SECTION 6.13 Preferential Collection of Claims Against the Issuer. If and
when the Trustee shall be or become a creditor of the Issuer (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act of 1939 regarding the collection of claims against the
Issuer (or any such other obligor). For purposes of Section 311(b)(4) and (6)
of the Trust Indenture Act of 1939:

(a) "cash transaction" means any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

(b) "self-liquidating paper" means any draft, bill of exchange, acceptance
or obligation which is made, drawn, negotiated or incurred by the Issuer (or
any such obligor) for the purpose of financing the purchase, processing,
manufacturing, shipment, storage or sale of goods, wares or merchandise and
which is secured by documents evidencing title to, possession of, or a lien
upon, the goods, wares or merchandise or the receivables or proceeds arising
from the sale of the goods, wares or merchandise previously

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constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Issuer
(or any such obligor) arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

SECTION 6.14 Appointment of Authenticating Agent. As long as any Securities
of a series remain Outstanding, the Trustee may, by an instrument in writing,
appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any
series by the Trustee or to 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 for such series and a certificate of
authentication executed on behalf of the Trustee by such Authenticating Agent.
Such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $5,000,000 (determined as provided in
Section 6.9 with respect to the Trustee) and subject to supervision or
examination by Federal or State authority.

Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all series of Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent.

Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee
and to the Issuer. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14 with respect to one or more series of
Securities, the Trustee may upon receipt of an Issuer Order appoint a successor
Authenticating Agent and the Issuer shall provide notice of such appointment to
all Holders of Securities of such series in the

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manner and to the extent provided in Section 11.4. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent. The Issuer agrees
to pay to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

Sections 6.2, 6.3, 6.4, 6.6, 6.9 and 7.3 shall be applicable to any
Authenticating Agent.

SECTION 6.15 Individual Rights of Trustee. The Trustee in its individual or
any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Issuer or any affiliate of the Issuer with the same
rights it would have if it were not Trustee. Any agent may do the same with
like rights.

SECTION 6.16. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this
Indenture or the Securities, nor shall it be accountable for the Issuer's use
of the proceeds from the Securities or any money paid to the Issuer or upon the
Issuer's direction under any provision of this Indenture, nor shall it be
responsible for the use or application of any money received by any paying
agent other than the Trustee, nor shall it be responsible for any statement or
recital herein or any statement in the Securities or any other document in
connection with the sale of the Securities or pursuant to this Indenture other
than its certificate of authentication.

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

SECTION 7.2 Proof of Execution of Instruments and of Holding of Securities.
Subject to Sections 6.1 and 6.2, the execution of any instrument by a
Securityholder or his agent or proxy may be proved in the following manner:

(a) The fact and date of the execution by any Holder of any instrument may
be proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the Person executing such instruments acknowledged to him the execution
thereof, or by an affidavit of a witness to such execution sworn to before any
such notary or other such officer. Where such execution is by or on behalf of
any legal entity other than an individual, such certificate or affidavit shall
also constitute sufficient proof of the authority of the Person executing the
same. The fact of the holding by any Holder of an Unregistered Security of any
series, and the identifying number of such Security and the date of his holding
the same, may be proved by the production of such Security or by a certificate
executed by any trust company, bank, banker or recognized securities dealer
wherever situated satisfactory to the Trustee, if such certificate shall be
deemed by

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the Trustee to be satisfactory. Each such certificate shall be dated and shall
state that on the date thereof a Security of such series bearing a specified
identifying number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the Person named in such certificate.
Any such certificate may be issued in respect of one or more Unregistered
Securities of one or more series specified therein. The holding by the Person
named in any such certificate of any Unregistered Securities of any series
specified therein shall be presumed to continue for a period of one year from
the date of such certificate unless at the time of any determination of such
holding (1) another certificate bearing a later date issued in respect of the
same Securities shall be produced, or (2) the Security of such series specified
in such certificate shall be produced by some other Person, or (3) the Security
of such series specified in such certificate shall have ceased to be
Outstanding. The fact and date of the execution of any such instrument and the
amount and numbers of Securities of any series held by the Person so executing
such instrument and the amount and numbers of any Security or Securities for
such series may also be proven in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee for such series or in any other
manner which the Trustee for such series may deem sufficient.

(b) In the case of Registered Securities, the ownership of such Securities
shall be proved by the Security register or by a certificate of the Security
registrar.

The Issuer may set a record date for purposes of determining the identify of
Holders of Registered Securities of any series entitled to vote or consent to
any action referred to in Section 7.1, which record date may be set at any time
or from time to time by notice to the Trustee, for any date or dates (in the
case of any adjournment or reconsideration) not more than 90 days nor less than
five days prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, with respect to Registered
Securities of any series, only Holders of Registered Securities of such series
of record on such record date shall be entitled to so vote or give such consent
or revoke such vote or consent.

SECTION 7.3 Holders to be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any
agent of the Issuer or the Trustee shall be affected by any notice to the
contrary. The Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Holder of any Unregistered Security and the Holder of any

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Coupon as the absolute owner of such Unregistered Security or Coupon (whether
or not such Unregistered Security or Coupon shall be overdue) for the purpose
of receiving payment thereof or on account thereof and for all other purposes
and neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee
shall be affected by any notice to the contrary. All such payments so made to
any such Person, or upon his order, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Unregistered Security or Coupon.

SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction,
consent or waiver only Securities which the Trustee knows are so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Issuer or any other obligor upon the Securities or
any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer or any other obligor on the
Securities. In case of a dispute as to such right, the advice of counsel shall
be full protection in respect of any decision made by the Trustee in accordance
with such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described Persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

SECTION 7.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the

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Corporate Trust Office and upon proof of holding as provided in this Article,
revoke such action so far as concerns such Security. Except as aforesaid any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Securities issued in exchange or substitution therefor or on registration
of transfer thereof, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Securityholders. The
Issuer, when authorized by a Board Resolution (which Board Resolution may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to an Issuer Order), and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act of 1939 as in force at the date of
the execution thereof) for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

(b) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer pursuant to Article Nine;

(c) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Trustee shall
consider to be for the protection of the Holders of Securities or Coupons, and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, that in respect of
any such additional covenant, restriction, condition or provision 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 an Event
of Default or may limit the remedies available to the Trustee upon such an
Event of Default or may limit the right of the Holders of

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a majority in aggregate principal amount of the Securities of such series to
waive such an Event of Default;

(d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, provided that no such action shall adversely affect the interests of
the Holders of the Securities or Coupons;

(e) to establish the form or terms of Securities of any series or of the
Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3;

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

(g) to comply with the requirements of the Trust Indenture Act of 1939.

The Trustee is hereby authorized to join with the Issuer in the execution of
any such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee 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.

Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 8.2.

SECTION 8.2 Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article Seven) of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a resolution of
its Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order),
and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force at the date of execution thereof) for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series or of the Coupons appertaining to such
Securities; provided, that no such

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supplemental indenture shall (a) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon (except that a valid extension of
an interest payment period by the Issuer in accordance with the terms of any
indenture supplemental hereto, shall not constitute an extension of interest
for this purpose), or reduce any amount payable on redemption thereof, or make
the principal thereof (including any amount in respect of original issue
discount) or interest thereon payable in any coin or currency other than that
provided in the Securities and Coupons or in accordance with the terms thereof,
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity thereof
pursuant to Section 5.1 or the amount thereof provable in bankruptcy pursuant
to Section 5.2, or alter the provisions of Section 11.11 or 11.12 or impair or
affect the right of any Securityholder to institute suit for the payment
thereof or, if the Securities provide therefor, any right of repayment at the
option of the Securityholder, or modify any provisions of this Indenture
relating to the subordination of the Securities in a manner adverse to such
Holder, in each case without the consent of the Holder of each Security so
affected, or (b) reduce the aforesaid percentage of Securities of any series,
the consent of the Holders of which is required for any such supplemental
indenture, without the consent of the Holders of each Security so affected.

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

Upon the request of the Issuer, accompanied by a copy of a resolution of the
Board of Directors (which resolution may provide general terms or parameters
for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) certified by the
secretary or an assistant secretary of the Issuer authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.1, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.

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

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Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof (i) to the Holders of then Outstanding Registered
Securities of each series affected thereby, by mailing a notice thereof by
first-class mail to such Holders at their addresses as they shall appear on the
Security register, (ii) if any Unregistered Securities of a series affected
thereby are then Outstanding, to the Holders thereof who have filed their names
and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act of 1939, by mailing a notice thereof by first-class mail to such
Holders at such addresses as were so furnished to the Trustee and (iii) if any
Unregistered Securities of a series affected thereby are then Outstanding, to
all Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London (and, if required by Section
3.6, at least once in an Authorized Newspaper in Luxembourg), and in each case
such notice shall set forth in general terms the substance of such
supplemental indenture. Any failure of the Issuer to give such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

SECTION 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities
of each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

SECTION 8.4 Documents to Be Given to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Officers' Certificate (which
will contain provisions that provide (a) no event of default will result from
the execution thereof and (b) that the Trustee will receive indemnity
reasonably satisfactory to the Trustee) and an Opinion of Counsel (which will
contain an opinion that the execution, delivery and performance of such
supplemental indenture will not result in a breach or violation of or
constitute a default under this Indenture) as conclusive evidence that any
supplemental indenture executed pursuant to this Article Eight complies with
the applicable provisions of this Indenture.

SECTION 8.5 Notation on Securities in Respect of Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the

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Trustee and delivered in exchange for the Securities of such series then
Outstanding.

SECTION 8.6 Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any of the Outstanding Securities without the
written consent of each holder of Senior Indebtedness then outstanding that
would be adversely affected thereby.

ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1 Issuer May Consolidate, etc., only on Certain Terms.

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

(a) the corporation formed by such consolidation or into which the Issuer
is merged or the Person which acquires by conveyance, transfer or lease the
properties and assets of the Issuer substantially as an entirety shall
expressly assume, by a supplemental indenture hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of and interest on all the Securities and Coupons, if any,
according to their tenor, and the performance of every covenant of this
Indenture on the part of the Issuer to be performed or observed;

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

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

(d) the Issuer has delivered to the Trustee such other documents as the
Trustee may, in its discretion, reasonably require.

SECTION 9.2 Successor Corporation Substituted. In case of any such
consolidation, merger, sale, lease or conveyance, and following such an
assumption by the successor Person, such successor Person shall succeed to and
be substituted for the Issuer, with the same effect as if it had been named
herein. Such successor Person may cause to be signed, and may issue either in

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its own name or in the name of the Issuer prior to such succession any or all
of the Securities issuable hereunder which together with any Coupons
appertaining thereto theretofore shall not have been signed by the Issuer and
delivered to the Trustee; and, upon the order of such successor Person, instead
of the Issuer, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities together with any Coupons appertaining thereto which previously
shall have been signed and delivered by the officers of the Issuer to the
Trustee for authentication, and any Securities which such successor Person
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All of the Securities so issued together with any Coupons appertaining
thereto shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such 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 phrasing and form (but not in substance) may be made in the
Securities and Coupons thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Issuer or any successor Person which shall theretofore have
become such in the manner described in this Article shall be discharged from
all obligations and covenants under this Indenture and the Securities and may
be liquidated and dissolved.

ARTICLE TEN

SATISFACTION AND DISCHARGE OF
INDENTURE; UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture. (A) If at any time
(a) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any series Outstanding hereunder and all
unmatured Coupons appertaining thereto (other than Securities of such series
and Coupons appertaining thereto which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 2.9) as and when the
same shall have become due and payable, or (b) the Issuer shall have delivered
to the Trustee for cancellation all Securities of any series theretofore
authenticated and all unmatured Coupons appertaining thereto (other than any
Securities of such series and Coupons appertaining thereto which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.9) or (c) in the case of any series of Securities where
the exact amount (including the currency of payment) of principal of and
interest due on which can be determined at the time of making the deposit
referred to in clause (ii) below, (i) all the Securities of such series and
all unmatured Coupons

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appertaining thereto not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section 10.4) or, in the case of any series of Securities the
payments on which may only be made in Dollars, direct obligations of the United
States of America, backed by its full faith and credit and non-callable without
reinvestment thereof ("U.S. Government Obligations"), maturing as to principal
and interest at such times and in such amounts as will insure the availability
of cash, or a combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (A) the principal and
interest on all Securities of such series and Coupons appertaining thereto on
each date that such principal or interest is due and payable and (B) any
mandatory sinking fund payments on the dates on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of
such series; and if, in any such case, the Issuer shall also pay or cause to be
paid all other sums payable hereunder by the Issuer with respect to the
Securities of such series, then this Indenture with respect to the Securities
of such series shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange of Securities of such series and of
Coupons appertaining thereto and the Issuer's right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) rights of Holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them, (vi)
the obligations of the Issuer under Section 3.2 and (vii) any right to receive
Additional Amounts as provided in Section 3.7) and the Trustee, on demand of
the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel
and at the cost and expense of the Issuer, shall execute proper instruments
acknowledging such satisfaction of and discharging this Indenture with respect
to the Securities of such series; provided, that the rights of Holders of the
Securities and Coupons to receive amounts in respect of principal of and
interest on the Securities and Coupons held by them shall not be delayed longer
than required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Issuer agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the

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Trustee in connection with this Indenture or the Securities of such series.

(B) The following provisions shall apply to the Securities of each series
unless specifically otherwise provided in a Board Resolution attached to an
Officers' Certificate or indenture supplemental hereto provided pursuant to
Section 2.3.In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities the exact or
maximum amounts(including the currency of payment) of principal of and interest
due on which can be determined at the time of making the deposit referred to in
clause (a) below, the Issuer shall be deemed to have paid and discharged the
entire indebtedness on all the Securities of such a series and the Coupons
appertaining thereto on the 91st day after the date of the deposit referred to
in subparagraph (a) below, and the provisions of this Indenture with respect to
the Securities of such series and Coupons appertaining thereto shall no longer
be in effect (except as to (i) rights of registration of transfer and exchange
of Securities of such series and of Coupons appertaining thereto and the
Issuer's right of optional redemption, if any, (ii) substitution of mutilated,
defaced,destroyed, lost or stolen Securities or Coupons, (iii) rights of
Holders of Securities and Coupons appertaining thereto to receive payments of
principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder, (v) the rights of the Holders
of Securities of such series and Coupons appertaining thereto as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to
all or any of them, (vi) the obligations of the Issuer under Section 3.2 and
(vii) any right to receive Additional Amounts as provided in Section 3.7) and
the Trustee, at the expense of the Issuer, shall at the Issuer's request,
execute proper instruments acknowledging the same, if

(a) with reference to this provision the Issuer has irrevocably deposited
or caused to be irrevocably deposited with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of such series and Coupons appertaining thereto
(i) cash in an amount, or (ii) in the case of any series of Securities the
payments on which may only be made in Dollars, U.S. Government Obligations,
maturing as to principal and interest at such times and in such amounts as will
insure the availability of cash or (iii) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
(A) the principal and interest on all Securities of such series and Coupons
appertaining thereto on each date that such principal or interest is due and
payable through final maturity or earlier redemption and (B) any mandatory
sinking fund payments on the dates on which such payments are due and payable
in accordance with the terms of the Indenture and the Securities of such
series;

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

(c) the Issuer has delivered to the Trustee an Opinion of Counsel based on
the fact that (x) the Issuer has received from, or there has been published by,
the Internal Revenue Service a ruling or (y) since the date hereof, there has
been a change in the applicable Federal income tax law, in either case to the
effect that, and such opinion shall confirm that, the Holders of the Securities
of such series and Coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred;

(d) the Issuer has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for
relating to the defeasance contemplated by this provision have been complied
with;

(e) no event or condition shall exist that, pursuant to the provisions of
Section 13.1, would prevent the Issuer from making payments of the principal of
or interest on the Securities of such series and Coupons appertaining thereto
on the date of such deposit or 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);

(f) the Issuer has delivered to the Trustee an Opinion of Counsel to the
effect that (x) the trust funds will not be subject to any rights of holders of
Senior Indebtedness, including without limitation those arising under Article
Thirteen of this Indenture, and (y) after the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally, except that if a court were to rule under any such law in any case
or proceeding that the trust funds remained property of the Issuer, no opinion
is given as to the effect of such laws on the trust funds except the following:
(A) assuming such trust funds remained in the Trustee's possession prior to
such court ruling to the extent not paid to Holders of Securities of such
series and Coupons appertaining thereto, the Trustee will hold, for the benefit
of such Holders, a valid and perfected security interest in such trust funds
that is not avoidable in bankruptcy or otherwise, (B) such Holders will be
entitled to receive adequate protection of their interests in such trust funds
if such trust funds are used, and (C) no property, rights in property or other
interests granted to the Trustee or such Holders in exchange for or with
respect to any of such funds will be subject to any prior rights of holders of
Senior

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Indebtedness, including without limitation those arising under Article Thirteen
of this Indenture; and

(g) if the Securities of such series are to be redeemed, either notice of
such redemption shall have been given or the Issuer shall have given the
Trustee irrevocable directions to give notice of such redemption in the name,
and at the expense of the Issuer, under arrangements satisfactory to the
Trustee.

(C) In the case of any series of Securities the exact or maximum amounts
(including the currency of payment) of principal of and interest due on which
can be determined at the time of making the deposit referred to in clause (a)
below, the Issuer shall be released from its obligations under Section 9.1 with
respect to the Securities of any series, and any Coupons appertaining thereto,
Outstanding on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of any
series, the Issuer may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in such Section, whether
directly or indirectly by reason of any reference elsewhere herein to such
Section or by reason of any reference in such Section to any other provision
herein or in any other document and such omission to comply shall not
constitute an Event of Default under Section 5.1, but the remainder of this
Indenture and such Securities and Coupons shall be unaffected thereby. The
following shall be the conditions to application of this subsection C of this
Section 10.1:

(a) The Issuer has irrevocably deposited or caused to be deposited with
the Trustee 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 the Securities of such series and Coupons
appertaining thereto, (i) cash in an amount, or (ii) in the case of any series
of Securities the payments on which may only be made in Dollars, U.S.
Government Obligations maturing as to principal and interest at such times and
in such amounts as will insure the availability of cash or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (A) the principal and interest on all
Securities of such series and Coupons appertaining thereto on each date that
such principal or interest is due and payable through final maturity or earlier
redemption and (B) any mandatory sinking fund payments on the day on which such
payments are due and payable in accordance with the terms of the Indenture and
the Securities of such series.

(b) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to the Securities shall have
occurred and be continuing on the date of such deposit or, insofar as
subsections 5.1(d) and (e) are concerned, at any time during the period ending
on the 91st day after the date of such deposit (it being understood that this

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condition shall not be deemed satisfied until the expiration of such period).

(c) Such covenant defeasance shall not cause the Trustee to have a
conflicting interest as defined in Section 310(b) and for purposes of the Trust
Indenture Act of 1939 with respect to any securities of the Issuer.

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

(e) Such covenant defeasance shall not cause any Securities then listed on
any registered national securities exchange under the Securities Exchange Act
of 1934, as amended, to be delisted.

(f) No event or condition shall exist that, pursuant to the provisions of
Section 13.1, would prevent the Issuer from making payments of the principal of
or interest on the Securities of such series and Coupons appertaining thereto
on the date of such deposit or 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).

(g) The Issuer shall have delivered to the Trustee an Officers'
Certificate and Opinion of Counsel to the effect that the Holders of the
Securities of such series and 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.

(h) The Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the covenant defeasance contemplated by this
provision have been complied with.

(i) The Issuer has delivered to the Trustee an Opinion of Counsel to the
effect that (x) the trust funds will not be subject to any rights of holders of
Senior Indebtedness, including without limitation those arising under Article
Thirteen of this Indenture, and (y) after the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally, except that if a court were to rule under any such law in any case
or proceeding that the trust funds remained property of the Issuer, no opinion
is given as to the effect of such laws on the trust funds except the following:
(A) assuming such trust funds remained in the Trustee's possession prior to
such court ruling to the extent not paid to Holders of

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Securities of such series and Coupons appertaining thereto, the Trustee will
hold, for the benefit of such Holders, a valid and perfected security interest
in such trust funds that is not avoidable in bankruptcy or otherwise, (B) such
Holders will be entitled to receive adequate protection of their interests in
such trust funds if such trust funds are used, and (C) no property, rights in
property or other interests granted to the Trustee or such Holders in exchange
for or with respect to any of such funds will be subject to any prior rights of
holders of Senior Indebtedness, including without limitation those arising
under Article Thirteen of this Indenture.

(j) If the Securities of such series are to be redeemed, either notice of
such redemption shall have been given or the Issuer shall have given the
Trustee irrevocable directions to give notice of such redemption in the name,
and at the expense of the Issuer, under arrangements satisfactory to the
Trustee.

If subsequent to the date a discharge or covenant defeasance is effected
pursuant to this Section 10.1, Additional Amounts in excess of those
established as of the date such discharge or covenant defeasance is effected
become payable in respect of the series of Securities discharged or with
respect to which the Indenture is discharged or with respect to which a
covenant defeasance has been effected, in order to preserve the benefits of the
discharge or covenant defeasance established hereunder, the Issuer shall
irrevocably deposit or cause to be irrevocably deposited in accordance with the
provisions of this Section 10.1, within ten Business Days prior to the date the
first payment in respect of any portion of such excess Additional Amounts
becomes due, such additional funds as are necessary to satisfy the provisions
of this Section 10.1 as if a discharge or covenant defeasance were being
effected as of the date of such subsequent deposit. Failure to comply with the
requirements of this paragraph shall result in the termination of the benefits
of the discharge or covenant defeasance established by this Section 10.1.

SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys and U.S. Government
Obligations deposited with the Trustee pursuant to Section 10.1 and all moneys
received by the Trustee in respect of such U.S. Government Obligations shall be
held in trust and applied by it to the payment, either directly or through any
paying agent (including the Issuer acting as its own paying agent), to the
Holders of the particular Securities of such series and of Coupons appertaining
thereto for the payment or redemption of which such moneys and U.S. Government
Obligations have been deposited with or received by the Trustee, of all sums
due and to become due thereon for principal and interest; but such money and
U.S. Government Obligations need not be segregated from other funds except to
the extent required by law.

SECTION 10.3 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture

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with respect to Securities of any series, all moneys then held by any paying
agent under the provisions of this Indenture with respect to such series of
Securities shall, upon demand of the Issuer, be repaid to it or paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for
Two Years. Any moneys deposited with or paid to the Trustee or any paying agent
for the payment of the principal of or interest on any Security of any series
or Coupons attached thereto and not applied but remaining unclaimed for two
years after the date upon which such principal or interest shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property law, be repaid to the Issuer by the Trustee for such
series or such paying agent, and the Holder of the Securities of such series
and of any Coupons appertaining thereto shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to moneys deposited with it for any payment (a) in respect of
Registered Securities of any series, shall at the expense of the Issuer, mail
by first-class mail to Holders of such Securities at their addresses as they
shall appear on the Security register, and (b) in respect of Unregistered
Securities of any series, shall at the expense of the Issuer cause to be
published once, in an Authorized Newspaper in the Borough of Manhattan, The
City of New York and once in an Authorized Newspaper in London (and if required
by Section 3.6, once in an Authorized Newspaper in Luxembourg), notice, that
such moneys remain 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 Issuer.

SECTION 10.5 Indemnity for U.S. Government Obligations. The Issuer shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the U.S. Government Obligations deposited pursuant to
Section 10.1 or the principal or interest received in respect of such
obligations.

SECTION 10.6 Excess Funds. The Trustee shall deliver to the Issuer from
time to time upon Issuer Order any U.S. Government Obligations or money held by
it as provided in Section 10.1 which, as expressed in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may include the
applicable such opinion delivered to the Trustee pursuant to Section 10.1), are
then in excess of the amount thereof which then would have been

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required to be deposited for the purpose for which such obligations or money
were deposited or received.

SECTION 10.7 Reinstatement. If the Trustee or Paying Agent is unable to
apply any U.S. dollars or non-callable Government Securities in accordance with
Section 10.1, by reason of any legal proceeding or by reason of any judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 10.1 until such time as the Trustee or
Paying Agent is permitted to apply all such money or Government Securities in
accordance with Section 10.1; provided, however, that if the Issuer makes any
payment of principal of, premium, if any, or interest on any Security following
the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Security to receive such payment from the money
or Government Securities held by the Trustee or Paying Agent.

ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

SECTION 11.1 Incorporators, Stockholders, Officers and Directors of Issuer
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either
directly or through the Issuer or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities and the Coupons
appertaining thereto by the Holders thereof and as part of the consideration
for the issue of the Securities and the Coupons appertaining thereto.

SECTION 11.2 Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities and Coupons. Nothing in this Indenture, in
the Securities or in the Coupons appertaining thereto, expressed or implied,
shall give or be construed to give to any Person, other than the parties hereto
and their successors and the holders of Senior Indebtedness and the Holders of
the Securities or Coupons, if any, any legal or equitable right, remedy or
claim under this Indenture or under any covenant or provision herein contained,
all such covenants and provisions being for the sole benefit of the parties
hereto and their successors, the holders of the Senior Indebtedness and the
Holders of the Securities or Coupons, if any.

SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

SECTION 11.4 Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons to or on the Issuer may be given or served
by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to Source One Mortgage Services
Corporation, 27555 Farmington Road, Farmington Hills, Michigan 48334,
Attention: Secretary. Any notice, direction, request or demand by
the Issuer or any Holder of Securities or Coupons to or upon the Trustee shall
be deemed to

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have been sufficiently given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Trustee is filed by the Trustee with the Issuer)
to IBJ Schroder Bank & Trust Company, One State Street, New York, New York
10004, Attention: Corporate Trust Administration.

Where this Indenture provides for notice to Holders of Registered Securities,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
entitled thereto, at his last address as it appears in the Security register.
In any case where notice to such Holders 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. 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.

In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer when such
notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be reasonably satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice.

SECTION 11.5 Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the
Issuer to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent 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 have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to

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enable him to express an opinion as to whether or not such covenant or
condition has been complied with and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

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

Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such firm
is independent.

SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If the date of
maturity of interest on or principal of the Securities of any series or any
Coupons appertaining thereto or the date fixed for redemption or repayment of
any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
date of maturity or the date fixed for redemption, and no interest shall accrue
for the period after such date.

SECTION 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act
of 1939. If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act of 1939 which is required under such Act
to be a part of and govern this Indenture, the latter provision shall control.
If any provision of this Indenture modifies or excludes any provision of

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the Trust Indenture Act of 1939 which may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
to be excluded, as the case may be.

SECTION 11.8 New York Law to Govern. This Indenture and each Security and
Coupon shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
such State, except as may otherwise be required by mandatory provisions of law.

SECTION 11.9 Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

SECTION 11.10 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

SECTION 11.11 Securities in a Foreign Currency or in ECU. Whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all series
or all series affected by a particular action at the time Outstanding and, at
such time, there are Outstanding Securities of any series which are denominated
in a coin or currency other than Dollars (including ECUs), then the principal
amount of Securities of such series which shall be deemed to be Outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate. For purposes of this
Section 11.11, Market Exchange Rate shall be calculated by the Trustee and
confirmed in writing by the Issuer, and shall mean the noon Dollar buying rate
in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs,
Market Exchange Rate shall mean the rate of exchange determined by the
Commission of the European Communities (or any successor thereto) as published
in the Official Journal of the European Communities (such publication or any
successor publication, the "Journal"). If such Market Exchange Rate is not
available for any reason with respect to such currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange
as published in the Journal, as of the most recent available date, or
quotations or, in the case of ECUs, rates of exchange from one or more major
banks in The City of New York or in the country of issue of the currency in
question, which for purposes of the ECU shall be Brussels, Belgium, or such
other quotations or, in the case of ECU, rates of exchange as the Trustee shall
deem appropriate. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a series
denominated in a currency other than Dollars in connection with any action
taken by Holders of Securities pursuant to the terms of this Indenture.

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All decisions, calculations and determinations of the Trustee regarding the
Market Exchange Rate or any alternative decision, calculation or
determination provided for in the preceding paragraph shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive to the
extent permitted by law for all purposes and irrevocably binding upon the
Issuer and all Holders.

SECTION 11.12 Judgment Currency. The Issuer agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which a final unappealable judgment is entered, and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required
Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.

SECTION 11.13 Severability of Provisions. Any prohibition, invalidity or
unenforceability of any provision of this Indenture in any jurisdiction shall
not invalidate or render unenforceable the remaining provisions hereof in such
jurisdiction and shall not invalidate or render unenforceable such provision in
any other jurisdiction.

ARTICLE TWELVE

REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 2.3 for Securities of
such series.

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SECTION 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30
days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such series at their last addresses as they shall
appear upon the registry books. Notice of redemption to the Holders of
Unregistered Securities to be redeemed as a whole or in part, who have filed
their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act of 1939, shall be given by mailing notice of such
redemption, by first class mail, postage prepaid, at least 30 days and not more
than 60 prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of any such
notice given by the Issuer, the Trustee shall make such information available
to the Issuer for such purpose). Notice of redemption to all other Holders of
Unregistered Securities shall be published in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and in an Authorized Newspaper in
London (and, if required by Section 3.6, in an Authorized Newspaper in
Luxembourg), in each case, once in each of three successive calendar weeks,
such publication to be not less than 30 nor more than 60 days prior to the date
fixed for redemption. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in
the notice to the Holder of any Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price, the numbers of the certificate
for such Security being redeemed, the place or places of payment, that payment
will be made upon presentation and surrender of such Securities and, in the
case of Securities with Coupons attached thereto, of all Coupons appertaining
thereto maturing after the date fixed for redemption, that such redemption is
pursuant to the mandatory or optional sinking fund, or both, if such be the
case, that interest accrued to the date fixed for redemption will be paid as
specified in such notice and that on and after said date interest thereon or on
the portions thereof to be redeemed will cease to accrue. In case any Security
of a series is to be redeemed in part only the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that
on and after the date fixed for redemption, upon surrender of such Security, a
new Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer

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or, at the Issuer's request, by the Trustee in the name and at the expense of
the Issuer.

On or before the redemption date specified in the notice of redemption given
as provided in this Section, the Issuer will deposit with the Trustee or with
one or more paying agents (or, if the Issuer is acting as its own paying agent,
set aside, segregate and hold in trust as provided in Section 3.4) an amount of
money sufficient to redeem on the redemption date all the Securities of such
series so called for redemption at the appropriate redemption price, together
with accrued interest to the date fixed for redemption. The Issuer will deliver
to the Trustee at least 70 days prior to the date fixed for redemption an
Officers' Certificate (or such shorter period as shall be acceptable to the
Trustee) stating the aggregate principal amount of Securities to be
redeemed. In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption or which redemption is subject
to any condition, in each case as specified in the terms of the Securities to
be redeemed, the Issuer shall deliver to the Trustee, prior to the giving of
any notice of redemption to Holders pursuant to this Section, an Officers'
Certificate stating that such restriction or condition has been complied with.

If less than all the Securities of a series of like terms are to be redeemed,
the Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed in whole or in part. Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Issuer in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series 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 of any series 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.

SECTION 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue, and the unmatured Coupons, if any,
appertaining thereto shall be void, and, except as provided in Sections 6.5 and
10.4, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right

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to receive the redemption price thereof and unpaid interest to the date fixed
for redemption. On presentation and surrender of such Securities at a place of
payment specified in said notice, together with all Coupons, if any,
appertaining thereto maturing after the date fixed for redemption, said
Securities or the specified portions thereof shall be paid and redeemed by the
Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that payment of interest
becoming due on or prior to the date fixed for redemption shall be payable in
the case of Securities with Coupons attached thereto, to the Holders of the
Coupons for such interest upon surrender thereof, and in the case of Registered
Securities, to the Holders of such Registered Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.3
and 2.7 hereof.

If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

If any Security with Coupons attached thereto is surrendered for redemption
and is not accompanied by all appurtenant Coupons maturing after the date fixed
for redemption, the surrender of such missing Coupon or Coupons may be waived
by the Issuer and the Trustee, if there be furnished to each of them such
security or indemnity as they may require to save each of them harmless.

Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of
the Holder thereof, at the expense of the Issuer, a new Security or Securities
of such series, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

SECTION 12.4 Exclusion of Certain Securities from Eligibility for Selection
for Redemption. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in an
Officers' Certificate delivered to the Trustee at least 40 days prior to the
last date on which notice of redemption may be given as being owned of record
and beneficially by, and not pledged or hypothecated by either (a) the Issuer
or (b) an entity specifically identified in such written statement as directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer.

SECTION 12.5 Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of the 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 the
Securities of any series is herein referred to as an "optional sinking fund
payment".

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The date on which a sinking fund payment is to be made is herein referred to as
the "sinking fund payment date".

In lieu of making all or any part of any mandatory sinking fund payment with
respect to any series of Securities in cash, the Issuer may at its option (a)
deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit
for Securities of such series (not previously so credited) redeemed by the
Issuer through any optional redemption provision contained in the terms of such
series. Securities so delivered or credited shall be received or credited by
the Trustee at the sinking fund redemption price specified in such Securities.

On or before the 60th day next preceding each sinking fund payment date for
any series, the Issuer will deliver to the Trustee an Officers' Certificate
(which need not contain the statements required by Section 11.5) (a) specifying
the portion of the mandatory sinking fund payment to be satisfied by payment of
cash and the portion to be satisfied by credit of Securities of such series and
the basis for such credit, (b) stating that none of the Securities of such
series has theretofore been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuer
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be delivered to the
Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such Officers'
Certificate (or reasonably promptly thereafter if acceptable to the Trustee).
Such Officers' Certificate shall be irrevocable and upon its receipt by the
Trustee the Issuer shall become unconditionally obligated to make all the cash
payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Issuer, on or before any
such 60th day, to deliver such Officers' Certificate and Securities specified
in this paragraph, if any, shall not constitute a default but shall constitute,
on and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that
the Issuer will make no optional

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sinking fund payment with respect to such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both) to be
made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or the equivalent thereof in any Foreign Currency or ECU) or a lesser
sum in Dollars (or the equivalent thereof in any Foreign Currency or ECU) if
the Issuer shall so request with respect to the Securities of any particular
series, such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $50,000 (or the equivalent thereof in any
Foreign Currency or ECU) or less and the Issuer makes no such request then it
shall be carried over until a sum in excess of $50,000 (or the equivalent
thereof in any Foreign Currency or ECU) is available. The Trustee shall select,
in the manner provided in Section 12.2, for redemption on such sinking fund
payment date a sufficient principal amount of Securities of such series to
absorb said cash, as nearly as may be, and shall (if requested in writing by
the Issuer) inform the Issuer of the serial numbers of the Securities of such
series (or portions thereof) so selected. Securities shall be excluded from
eligibility for redemption under this Section if they are identified by
registration and certificate number in an Officers' Certificate delivered to
the Trustee at least 60 days prior to the sinking fund payment date as being
owned of record and beneficially by, and not pledged or hypothecated by either
(a) the Issuer or (b) an entity specifically identified in such Officers'
Certificate as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer. The Trustee, in the name and
at the expense of the Issuer (or the Issuer, if it shall so request the Trustee
in writing) shall cause notice of redemption of the Securities of such series
to be given in substantially the manner provided in Section 12.2 (and with the
effect provided in Section 12.3) for the redemption of Securities of such
series in part at the option of the Issuer. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series
and, together with such payment, shall be applied in accordance with the
provisions of this Section. Any and all sinking fund moneys held on the stated
maturity date of the Securities of any particular series (or earlier, if such
maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.

On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on such
sinking fund payment date.

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The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default
shall occur, and any moneys thereafter paid into the sinking fund, shall,
during the continuance of such default or Event of Default, be deemed to have
been collected under Article Five and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 5.10 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this
Section to the redemption of such Securities.

ARTICLE THIRTEEN

SUBORDINATION

SECTION 13.1 Securities and Coupons Subordinated to Senior
Indebtedness. The Issuer covenants and agrees, and each Holder of a Security
or Coupon, by his acceptance thereof, likewise covenants and agrees, that the
indebtedness represented by the Securities and any Coupons and the payment of
the principal of and interest on each and all of the Securities and of any
Coupons 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 insolvency or bankruptcy proceedings or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Issuer or a substantial part of its property, or of any
proceedings for liquidation, dissolution or other winding up of the Issuer,
whether or not involving insolvency or bankruptcy, or (b) subject to the
provisions of Section 13.2 that (i) a default shall have occurred with respect
to the payment of principal of or interest on or other monetary amounts due and
payable on any Senior Indebtedness, or (ii) there shall have occurred an event
of default (other than a default in the payment of principal or interest or
other monetary amounts due and payable) in respect of any Senior Indebtedness,
as defined therein or in the instrument under which the same is outstanding,
permitting the holder or holders thereof to accelerate the maturity thereof
(with notice or lapse of time, or both), and such event of default shall have
continued beyond the period of grace, if any, in respect thereof, and, in the
cases of subclauses (i) and (ii) of this clause (b), such default or event of
default shall not have been

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cured or waived or shall not have ceased to exist, or (c) that the principal of
and accrued interest on the Securities of any series shall have been declared
due and payable pursuant to Section 5.1 and such declaration shall not have
been rescinded and annulled as provided in Section 5.1, then:

(1) the holders of all Senior Indebtedness shall first be paid the full
amount of the Senior Indebtedness in cash, before the Holders of any of the
Securities or Coupons are entitled to receive a payment on account of the
principal of or interest on the indebtedness evidenced by the Securities or of
the Coupons, including, without limitation, any payments made pursuant to
Article Twelve;

(2) any payment by, or distribution of assets of, the Issuer of any kind
or character, whether in cash, property or securities, to which the Holders of
any of the Securities or Coupons or the Trustee would be entitled except for
the 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 instruments evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account 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 to the holders of such Senior Indebtedness, before any
payment or distribution is made to the holders of the indebtedness evidenced by
the Securities or Coupons or to the Trustee under this instrument; and

(3) in the event that, notwithstanding the foregoing, any payment by, or
distribution of assets of, the Issuer of any kind or character, whether in
cash, property or securities, in respect of principal of or interest on the
Securities or in connection with any repurchase by the Issuer of the
Securities, shall be received by the Trustee or the Holders of any of the
Securities or Coupons before all Senior Indebtedness is paid in full in cash,
such payment or distribution in respect of principal of or interest on the
Securities or in connection with any repurchase by the Issuer of the Securities
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 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.

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Notwithstanding the foregoing, at any time after the 91st day following
the date of deposit of cash or, in the case of Securities payable only in
Dollars, U.S. Government Obligations pursuant to Section 10.1(B) or (C)
(provided all other conditions set out in such Section shall have been
satisfied) the funds so deposited and any interest thereon will not be subject
to any rights of holders of Senior Indebtedness including, without limitation,
those arising under this Article Thirteen.

SECTION 13.2 Disputes with Holders of Certain Senior Indebtedness. Any
failure by the Issuer to make any payment on or perform any other obligation
under Senior Indebtedness, other than any indebtedness incurred by the Issuer
or assumed or guaranteed, directly or indirectly, by the Issuer for money
borrowed (or any deferral, renewal, extension or refunding thereof) or any
indebtedness or obligation as to which the provisions of this Section shall
have been waived by the Issuer in the instrument or instruments by which the
Issuer incurred, assumed, guaranteed or otherwise created such indebtedness or
obligation, shall not be deemed a default or event of default under Section
13.1(b) if (i) the Issuer shall be disputing its obligation to make such
payment or perform such obligation and (ii) either (A) no final judgment
relating to such dispute shall have been issued against the Issuer which is in
full force and effect and is not subject to further review, including a
judgment that has become final by reason of the expiration of the time within
which a party may seek further appeal or review, and (B) in the event of a
judgment that is subject to further review or appeal has been issued, the
Issuer shall in good faith be prosecuting an appeal or other proceeding for
review and a stay of execution shall have been obtained pending such appeal or
review.

SECTION 13.3 Subrogation. Subject to the payment in full of all Senior
Indebtedness, the Holders of the Securities and any Coupons shall be subrogated
(equally and ratably with the holders of all obligations of the Issuer which by
their express terms are subordinated to Senior Indebtedness of the Issuer to
the same extent as the Securities are subordinated and which are entitled to
like rights of subrogation) to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the
Issuer applicable to the Senior Indebtedness until all amounts owing on the
Securities and any Coupons shall be paid in full, and as between the Issuer,
its creditors other than holders of such Senior Indebtedness and the Holders,
no such payment or distribution made to the holders of Senior Indebtedness by
virtue of this Article that otherwise would have been made to the Holders shall
be deemed to be a payment by the Issuer 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 rights of the Holders, on the
one hand, and the holders of Senior Indebtedness, on the other hand.

SECTION 13.4 Obligation of Issuer Unconditional. Nothing contained in this
Article or elsewhere in this Indenture or in the

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Securities or any Coupons is intended to or shall impair, as among the Issuer,
its creditors other than the holders of Senior Indebtedness and the Holders,
the obligation of the Issuer, which is absolute and unconditional, to pay to
the Holders the principal of and interest on the Securities and the amounts
owed pursuant to any Coupons 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 and creditors of the Issuer other than the holders of
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee
or any Holder 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 Issuer received upon the exercise of any such remedy.

Upon payment or distribution of assets of the Issuer referred to in this
Article, the Trustee and the Holders 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 Issuer 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, 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 Issuer, the amount thereof or
payable thereon, the amount paid or distributed thereon and all other facts
pertinent thereto or to this Article.

The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Indebtedness
(or a trustee or representative on behalf of such holder) to establish that
such notice has been given by a holder of Senior Indebtedness or a trustee or
representative on behalf of any such holder or holders. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article Thirteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article
Thirteen, and, if such evidence is not furnished, the Trustee may defer payment
to such Person pending judicial determination as to the right of such Person to
receive such payment.

SECTION 13.5 Payments on Securities and Coupons Permitted. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities
or Coupons shall affect the obligations of the Issuer to make, or prevent the
Issuer from making, payment of the

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principal of or interest on the Securities and of any Coupons in accordance
with the provisions hereof and thereof, except as otherwise provided in this
Article.

SECTION 13.6 Effectuation of Subordination by Trustee. Each holder of
Securities or Coupons, by his acceptance thereof, authorizes and directs the
Trustee on 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 and all such purposes.

SECTION 13.7 Knowledge of Trustee. (a) Notwithstanding the provisions of
this Article or any other provisions of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts (other than the fact
that the principal of and accrued interest on the Securities of any series shall
have been declared due and payable pursuant to Section 5.1 hereof) that 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 mailed or delivered to the Trustee at its
Corporate Trust Office from the Issuer, any Holder, any paying agent or the
holder or representative of any class of Senior Indebtedness; provided that if
at least three Business Days prior to the date upon which by the terms hereof
any such moneys may become payable for any purpose (including, without
limitation, the payment of the principal or interest on any Security or
interest on any Coupon) the Trustee shall not have received with respect to
such moneys the notice provided for in this Section, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such moneys and to apply the same to the purpose for
which they were received and shall not be affected by any notice to the
contrary that may be received by it within three Business Days prior to or on
or after such date.

(b) If any holder of Senior Indebtedness shall have notified the Trustee in
writing of such holder's desire to receive notice of any of the following
events and shall have provided the Trustee with an address for receipt of such
notices, the Trustee shall send notice of the following events to such holder
immediately upon the Trustee's acquisition of knowledge of any such events: (i)
the occurrence of an Event of Default hereunder, (ii) the acceleration of the
entire principal amount of any series of Securities, (iii) the execution of any
amendment or supplement to the Indenture, or (iv) the resignation or removal of
the Trustee or any change in the notice address of the Trustee.

SECTION 13.8 Trustee May Hold Senior Indebtedness. The Trustee 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 6.13 or elsewhere in this Indenture
shall deprive the Trustee of any of its rights as such holder.

SECTION 13.9 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 Issuer or by any noncompliance
by the Issuer with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

With respect to the holders of Senior Indebtedness, (i) the duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Indenture, (ii) the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this Indenture, (iii) no implied covenants or obligations shall be read into
this

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Indenture against the Trustee and (iv) the Trustee shall not be deemed to be a
fiduciary as to such holders.

SECTION 13.10 Article Applicable to Paying Agents. In case at any time any
paying agent other than the Trustee shall have been appointed by the Issuer
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context shall require otherwise) be construed as
extending to and including such paying agent within its meaning as fully for
all intents and purposes as if such paying agent were named in this Article in
addition to or in place of the Trustee, provided, however, that Sections 13.7
and 13.8 shall not apply to the Issuer if it acts as its own paying agent.

SECTION 13.11 Trustee; Compensation Not Prejudiced. Nothing in this Article
shall apply to claims of, or payments to, the Trustee pursuant to Section 6.6.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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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 December 1, 1995.

SOURCE ONE MORTGAGE SERVICES CORPORATION

By /s/ Michael C. Allemang
-----------------------------------
Name: Michael C. Allemang
Title: Executive Vice President
and Chief Financial Officer

[CORPORATE SEAL]

Attest:

By /s/ Robert R. Densmore
------------------------------
Name: Robert R. Densmore
Title: Secretary

IBJ SCHRODER BANK AND TRUST COMPANY, TRUSTEE

By /s/ Nancy R. Besse
------------------------------
Title: Vice President

[CORPORATE SEAL]

Attest:

By /s/ James P. Freeman
-------------------------------
Title: Assistant Secretary

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<PAGE> 90

STATE OF MICHIGAN )
) ss.:
COUNTY OF OAKLAND )

On this 12th day of December, 1995 before me personally came Michael C.
Allemang to me personally known, who, being by me duly sworn, did depose and
say that he resides in Washtenaw County, Michigan; that he is an Executive Vice
President and the Chief Financial Officer of Source One Mortgage Services
Corporation, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

[NOTARIAL SEAL]

/s/ Cecilia A. Jacobson
-----------------------
Notary Public

STATE OF NEW YORK )
) ss.:
COUNTY OF RICHMOND )

On this 13th day of December, 1995 before me personally came Nancy R. Besse,
to me personally known, who, being by me duly sworn, did depose and say that
she resides at 375 South End Avenue, New York, New York; that she is a
Vice President of IBJ Schroder Bank & Trust Company, one of the corporations
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

[NOTARIAL SEAL]

/s/ Eddie Jackson Jr.
-----------------------------------
Notary Public

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<PAGE> 1
EXHIBIT 99(B)(2)

_______________________________________________________________________________

SOURCE ONE MORTGAGE SERVICES CORPORATION

AND

IBJ SCHRODER BANK & TRUST COMPANY,

AS TRUSTEE

_______________

First Supplemental Indenture

Dated as of December 1, 1995

_______________

Supplementing the Subordinated Indenture
Dated as of December 1, 1995

to Provide for a

Series of Subordinated Debt Securities

_______________________________________________________________________________
<PAGE> 2

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of the first day of December, 1995
(the "First Supplemental Indenture") between SOURCE ONE MORTGAGE
SERVICES CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (the "Issuer"), and IBJ SCHRODER BANK & TRUST COMPANY, a
New York banking corporation, having its principal office in The City of New
York, New York, as trustee (the "Trustee");

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an
indenture dated as of December 1, 1995 (the "Original Indenture"),
providing for the issuance by the Issuer from time to time of its subordinated
debt securities; and

WHEREAS, Sections 2.3 and 8.1 of the Original Indenture provide, among other
things, that the Issuer and the Trustee may enter into indentures supplemental
to the Original Indenture for, among other things, the purpose of setting forth
the terms of any series of Securities; and

WHEREAS, all action on the part of the Issuer necessary to authorize the
creation and issuance of, and to establish the form and terms of, a
series of Securities under the Original Indenture consisting of $55,976,525
principal amount of 9.375% Subordinated Interest Deferrable Debentures, Due
2025 (referred to herein as the "Debentures") under the Original Indenture and
this First Supplemental Indenture (said Original Indenture as supplemented by
this First Supplemental Indenture being hereinafter called the "Indenture") has
been duly taken; and

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: That in order to
authorize the authentication and delivery of and to set forth the terms of
the Debentures and in consideration of the premises, of the purchase and
acceptance of the Debentures by the holders thereof, and of the sum of one
dollar to it duly paid by the Trustee at the execution of these presents, the
receipt whereof is hereby acknowledge, the Issuer covenants and agrees with the
Trustee, for the equal and proportionate benefit of the respective Holders from
time to time of such Debentures as follows:

ARTICLE ONE
Definitions and Other
Provisions of General Application

SECTION 1.1 Original Definitions. Each capitalized term that is used herein
and is defined in the Original Indenture shall have the meaning specified in
the Original Indenture unless such term is otherwise defined herein.

SECTION 1.2 Additional Definitions. The following capitalized term when
used herein shall have the respective meaning hereinafter set forth.

<PAGE> 3

"Business Day" means a day on which banking institutions located in the State
of New York or in the state in which the principal corporate trust office of
the Trustee is located are not authorized or obligated by or pursuant to law or
executive order to close.

"Capital Stock" means any and all shares of the Issuer's preferred stock or
common stock or any other equity securities of the Issuer.

SECTION 1.3 Section References. Each reference to a particular section set
forth in this First Supplemental Indenture shall, unless the context otherwise
requires, refers to this First Supplemental Indenture.

ARTICLE TWO
Title and Terms of the Debentures

SECTION 2.1 Title of the QUICS. This First Supplemental Indenture hereby
establishes a series of Securities under the Original Indenture which
shall be known as the Issuer's 9.375% Subordinated Interest Deferrable
Debentures, Due 2025 (referred to herein as the Debentures). For purposes of the
Original Indenture, the Debentures shall constitute a single series of
Securities, shall be subordinated as provided in the Indenture, and shall be
unsecured. The stated maturity of the Debentures will be December 31, 2025.

SECTION 2.2 Amount and Denominations; DTC. The aggregate principal
amount of Debentures that may be issued under this First Supplemental
Indenture is limited to $55,976,525. The Debentures shall be issuable only in
fully registered form and, as permitted by Sections 2.3, 2.7 and 8.1 of the
Original Indenture, in denominations of $25 and integral multiples thereof.
The Debentures shall be issued in certificated form. The Debentures will
initially be issued as a Registered Global Security (in the aggregate
principal amount of $44,783,925) under a book-entry system, registered in the
name of The Depository Trust Company, as depositary ("DTC"), or its nominee,
who is hereby designated as "Depository" pursuant to Section 2.3 of the
Original Indenture, and as a single Registered Security (in the aggregate
principal amount of $11,192,600), registered in the name of First Chicago Trust
Company of New York as Exchange Agent for Source One Mortgage Services 8.42%
holders. Principal and interest on the Debentures issued in certificated form
will be payable, the transfer of such Debentures will be registrable, and such
Debentures will be exchangeable for Debentures bearing identical terms and
provisions, at the office or agency of the Issuer in the Borough of Manhattan,
The City and State of New York; provided, however, that payment of interest may
be made at the option of the Issuer by check mailed to the registered holder at
such address as shall appear in the security register and that the payment of
principal with respect to the Debentures will only be made upon surrender of
the Debentures to the Trustee.

SECTION 2.3 Interest Rate and Interest Payment Dates.

(a) The Debentures will bear interest at the rate of 9.375% per annum from
December 9, 1995 until the principal thereof becomes due and payable, and on
any overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum during such overdue period, compounded quarterly; provided,
however, that the Debentures will bear interest at the rate of 8.42% per annum
from and including November 1, 1995 to but excluding December 9, 1995 and from
and after December 9, 1995 at the rate of 9.375% per annum. Interest on the
Debentures will be payable quarterly (subject to deferral as set forth herein)
in arrears on March 31, June 30, September 30 and December 31 of each year
(each an "Interest Payment Date"), commencing December 31, 1995 to the persons
in whose names the Debentures are registered at the close of business on the
relevant record date for such interest installment, which will be

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<PAGE> 4

March 15, June 15, September 15, and December 15, of each year (each a
"Record Date"); provided, however, that, in the event that any Interest Payment
Date shall not be a Business Day, then interest shall be payable on the next
day that is a Business Day (but without interest or other payment in respect of
any such delay), except that if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day (except that a valid extension of an interest payment period by the Issuer
in accordance with the terms of any indenture supplemental hereto, shall not
constitute an extension of interest for this purpose), in each case with the
same force and effect as if made on such Interest Payment Date, subject to
certain rights of deferral described in Section 2.3(b) hereof. The amount of
interest payable any period will be computed on the basis of twelve 30-day
months and a 360-day year and, for any period shorter than a full quarterly
interest period, will be computed on the basis of the actual number of days
elapsed in such period.

(b) The provisions of Section 2.3(a) notwithstanding, the Issuer shall have
the right at any time, on one or more occasions so long as an Event of
Default with respect to the Debentures has not occurred and is not continuing
under the Indenture with respect to the Debentures to extend any interest
payment period on the Debentures for a period (a "Deferral Period") not to
exceed 20 consecutive quarterly interest payment periods; provided that the date
on which such Deferral Period ends must be an Interest Payment Date and must be
no later than December 31, 2025 or any date on which any Debentures are fixed
for redemption. On the Interest Payment Date at the end of the Deferral Period,
the Issuer shall pay all interest then accrued and unpaid, which shall be
compounded quarterly at the rate of interest on the Debentures (except to the
extent payment of such interest is prohibited by law) to the date of payment, to
the persons in whose names the Debentures are registered on the Record Date
immediately preceding the Interest Payment Date at the end of such Deferral
Period. The Issuer shall give the Trustee and Holders of the
Debentures (with the Trustee to be notified at least three days prior to notice
to such Holders) written notice of its election to defer interest payments or
to extend the Deferral Period ten Business Days prior to the earlier of (1) the
next scheduled quarterly Interest Payment Date and (2) the date the Issuer
is required to give notice of the record date of such related interest
payment to the New York Stock Exchange or other applicable self regulatory
organization or to the Holders of the Debentures but in any event not less
than two Business Days prior to such record date. During the Deferral Period,
the Issuer shall not declare or pay any dividend on or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its Capital Stock
or make any guaranty payment with respect to the foregoing, other than
redemptions of any series of Capital Stock of the Issuer pursuant to the terms
of any sinking fund provisions with respect thereto. During any Deferral
Period, the Issuer may not (i) make any distributions, loans or guarantees for
the benefit of, (ii) purchase, defease, redeem or otherwise acquire or retire
for value any securities of or (iii) make any other investment in, any person
directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer for the purpose of, or to enable the
payment of, directly or indirectly, dividends on any equity securities of Fund
American Enterprises, Inc. and its successors or assigns. During any Deferral
Period, the Company may continue to extend the interest payment period by
extending the Deferral Period, on one or more occasions, by notice given as
aforesaid in this paragraph (b), provided that such Deferral

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<PAGE> 5

Period, as extended, must end on an Interest Payment Date and in no event shall
the aggregate Deferral Period, as extended, exceed 20 consecutive quarterly
interest payment periods or extend beyond December 31, 2025 or any date on
which Debentures are fixed for redemption. No interest shall be due and payable
during a Deferral Period except at the end thereof.

SECTION 2.4 Redemption of Debentures. The Debentures shall not be
redeemable prior to April 30, 1999. Subject to the terms of Article 12
of the Original Indenture, on or after May 1, 1999, upon notice given by
mailing the same, first class mail, postage prepaid, at least 30 days and not
more than 60 days prior to the date fixed for redemption, any or all of the
Debentures may be redeemed by the Issuer, at its option, at any time and from
time to time, at a redemption price equal to 100% of the principal amount of
the Debentures to be redeemed plus accrued and unpaid interest thereon to the
date fixed for redemption. With respect to any such redemption, the Trustee
shall be given notice as provided in Article Twelve of the Original Indenture.

SECTION 2.5 Forms of Debentures. The Debentures initially issued as a
Registered Global Security registered in the name of DTC or its nominee, and
the Trustee's Certificate of Authentication to be endorsed thereon, shall be
substantially in the form attached hereto as Exhibit A. The Debentures issued
as Registered Securities, and the Trustee's Certificate of Authentication to be
endorsed thereon, shall be substantially in the form attached hereto as Exhibit
B.

ARTICLE THREE
Additional Events of Default and Covenants

SECTION 3.1 Inapplicability of Certain Events of Default. The omission by
the Issuer to pay interest on the Debentures during a Deferral Period
as permitted by Section 2.1 hereof shall not constitute an Event of Default
hereunder or under Section 5.1 of the Original Indenture.

ARTICLE FOUR
Subordination of Debentures

SECTION 4.1 Debentures Subordinate to Senior Indebtedness. The Issuer for
itself, its successors and assigns, covenants and agrees, and each Holder of
Debentures issued, whether upon original issue or upon transfer or assignment
thereof, by its acceptance thereof, likewise covenants and agrees, that the
indebtedness represented by the Debentures and the payment of principal of and
interest on each and all of the Debentures is hereby expressly subordinated,
to the extent and in the manner set forth in this Article and in Article
Thirteen of the Original Indenture, in right of payment to the prior payment in
full of all Senior Indebtedness.

SECTION 4.2 Rights of Holders of Senior Indebtedness Not Impaired. No
rights of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Trustee or any Holder
of the Debentures then Outstanding, or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by any such holder,
with the terms, provisions or covenants of this First Supplemental

-4-
<PAGE> 6

Indenture, regardless of any knowledge thereof which any such holder may have
or otherwise be charged with.

Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Holders of the Debentures, without
incurring responsibility to the Holders of the Debentures and without impairing
or releasing the subordination provided in this Article or in the Original
Indenture or the obligations of the Holders of the Debentures to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment of, or increase the amount of, or interest
rate(s) applicable to, renew or alter, or waiver any provision of, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Issuer and any other Person.

SECTION 4.3 Trustee Not Fiduciary for Holders of Senior Indebtedness. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if it shall in
good faith mistakenly pay over or distribute to Holders of the Debentures of
any series or to the Issuer or to any other Person cash, property or securities
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.

ARTICLE FIVE
Miscellaneous Provisions

SECTION 5.1 Execution as Supplemental Indenture. This First Supplemental
Indenture is executed and shall be construed as an indenture supplemental to
the Original Indenture and, as provided in the Original Indenture, this First
Supplemental Indenture forms a part thereof. Except as herein expressly
otherwise defined, the use of the terms and expressions herein is in accordance
with the definitions, uses and constructions contained in the Original
Indenture. Except as expressly amended hereby, the Original Indenture shall
continue in full force and effect in accordance with the provisions thereof and
the Original Indenture is in all respects hereby ratified and confirmed.

SECTION 5.2 Responsibility for Recitals, etc. The recitals herein and in
the Debentures (except in the Trustee's certificate of authentication)
shall be taken as the statements of the Issuer and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this First Supplemental
Indenture or of the

-5-
<PAGE> 7

Debentures. The Trustee makes no undertaking or representations in
respect of, and shall not be responsible in any manner whatsoever for and in
respect of, the validity or sufficiency of this First Supplemental Indenture or
the proper authorization or the due execution hereof by the Issuer or for or in
respect of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Issuer. The Trustee shall not be
accountable for the use or application by the Issuer of the Debentures or of
the proceeds thereof.

SECTION 5.3 Provisions Binding on Issuer's Successors. All of the
covenants, stipulations, promises and agreements made in this First
Supplemental Indenture by the Issuer shall bind its successors and assigns
whether so expressed or not.

SECTION 5.4 New York Contract. This First Supplemental Indenture and each
of the Debentures shall be deemed to be a contract made under the laws
of the State of New York, and for all purposes shall be construed in accordance
with the laws of said State.

SECTION 5.5 Execution and Counterparts. This First Supplemental 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 instrument.

[THIS SPACE INTENTIONALLY LEFT BLANK]

-6-
<PAGE> 8

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
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.

SOURCE ONE MORTGAGE
SERVICES CORPORATION

By: /s/ Michael C. Allemang
----------------------------------
Name: Michael C. Allemang
Title: Executive Vice President

ATTEST:

By: /s/ Robert R. Densmore
---------------------------
Name: Robert R. Densmore
Title: Secretary

(Corporate Seal)

IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee

By: /s/ Nancy R. Besse
----------------------------------
Name: Nancy R. Besse
Title: Vice President

ATTEST:

By: /s/ James P. Freeman
---------------------------

(Corporate Seal)

-7-
<PAGE> 9

STATE OF MICHIGAN )
) ss.:
COUNTY OF OAKLAND )

On this 12th of December, 1995 before me personally came Michael C.
Allemang to me personally known, who, being by me duly sworn, did depose and
say that he resides in Washtenaw County, Michigan; that he is an
Executive Vice President of Source One Mortgage Services Corporation, one of
the corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.

[NOTARIAL SEAL]

/s/ Cecilia A. Jacobson
-----------------------
Notary Public

STATE OF NEW YORK )
) ss.:
COUNTY OF RICHMOND )

On this 13th of December, 1995 before me personally came Nancy R. Besse,
to me personally known, who, being by me duly sworn, did depose and say that
she resides at 375 South End Avenue, New York, New York; that she is a Vice
President of IBJ Schroder Bank & Trust Company one of the corporations
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

[NOTARIAL SEAL]

/s/ Eddie Jackson Jr.
-----------------------------------
Notary Public

-8-
<PAGE> 10

EXHIBIT A

DEFINITIVE FORM OF DEBENTURE

[FORM OF FACE OF DEBENTURE]

THIS DEBENTURE IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF
DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS DEBENTURE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS DEBENTURE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR U.S.
FEDERAL INCOME TAX PURPOSES. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR
PURPOSES OF APPLYING THE FEDERAL INCOME TAX OID RULES TO THIS DEBENTURE.

No. R-1 $-.00

SOURCE ONE MORTGAGE SERVICES CORPORATION

9.375% SUBORDINATED

DEFERRABLE INTEREST DEBENTURE

DUE 2025

<TABLE>
<CAPTION>
Issue Price
Per Debenture Issue Date CUSIP No.
------------- ---------- ---------
<S> <C> <C>
$25.00 December 13, 1995 836154302
</TABLE>

SOURCE ONE MORTGAGE SERVICES CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein referred to as the
"Issuer", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of $-.00 and 00/100 Dollars
($-.00) on December 31, 2025 and to pay interest on said principal sum at the
rate of 9.375% per annum from December 9, 1995 until the principal hereof
becomes due and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum during such overdue period,
compounded quarterly, to the registered holder of this Debenture ("Debenture");
provided however that the registered holder of this Debenture will receive
interest at a rate of 8.42% per annum from and including November 1, 1995 to
but excluding December 9, 1995 and from and after December 9, 1995 at the rate
of 9.375% per annum. Interest on this Debenture will be payable quarterly
(subject to deferral as set forth herein) in arrears on March 31, June 30,
September 30 and December 31 of each year (each such date, an "Interest Payment
Date"), commencing December 31, 1995.

The amount of interest payable for any period shall be computed on the
basis of twelve 30-day months and a 360-day year and, for any period shorter
than a full quarterly interest period,

<PAGE> 11

payable on this Debenture is not a Business Day, then payment of the amount
payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date, subject to
certain rights of deferral described below. "Business Day" shall mean a day on
which banking institutions located in the State of New York or in the state in
which the principal corporate trust office of the Trustee is located are not
authorized or obligated by or pursuant to law or executive order to close. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date (other than interest payable on redemption or
maturity) will, as provided in the Indenture (as defined herein), be paid to
the person in whose name this Debenture (or one or more Predecessor Debentures,
as defined in said Indenture) is registered at the close of business on the
relevant record date for such interest installment, which shall be March 15,
June 15, September 15, and December 15, of each year (each a "Record Date").
Interest payable on redemption or maturity shall be payable to the person to
whom the principal is paid. Any such interest installment not punctually paid
or duly provided for shall forthwith cease to be payable to the registered
holders on such Record Date, and may be paid to the person in whose name this
Debenture (or one or more Predecessor Debentures) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered
holders of this series of Debentures not less than 10 days prior to such
special record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Debentures may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. The principal of and
the interest on this Debenture shall be payable at the office or agency of the
Issuer maintained for that purpose in the Borough of Manhattan, The City of New
York, in any coin or currency of the United States of America which at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Issuer by
check mailed to the registered holder at the close of business on the Record
Date at such address as shall appear in the Security Register.

Payment of the principal of and interest on this Debenture is, to the
extent provided in the Indenture, subordinated and subject in right of payment
to the prior payment in full of all existing and future Senior Indebtedness, as
defined in the Indenture, of the Issuer and this Debenture is issued subject to
the provisions of the Indenture with respect thereto. Each registered holder
of this Debenture, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided and (c) appoints the Trustee as his or
her attorney-in-fact for any and all such purposes. Each registered holder
hereof, by his or her acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by or on behalf
of the Trustee.

<PAGE> 12

Unless the Certificate of Authentication hereon has been executed by the
Trustee or a duly appointed Authentication Agent referred to herein, this
Debenture shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this Instrument to be executed.

SOURCE ONE MORTGAGE SERVICES CORPORATION

By
-------------------------------------

Robert W. Richards

Chairman

Attest:

By
-----------------------

Robert R. Densmore

Secretary

[Corporate Seal]

CERTIFICATE OF AUTHENTICATION

This is one of the Debentures of the series of Debentures described in
the within-mentioned Indenture.

IBJ SCHRODER BANK & TRUST COMPANY

as Trustee

By
--------------------------------

Authorized Signatory

Date:

<PAGE> 13

[FORM OF REVERSE OF DEBENTURE]

This Debenture is one of a duly authorized series of Debentures of the
Issuer (herein sometimes referred to as the "Debentures"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of December 1, 1995 (the "Original Indenture") duly
executed and delivered between the Issuer and IBJ Schroder Bank & Trust
Company, a New York banking corporation, as Trustee (herein referred to as the
"Trustee"), as supplemented by the First Supplemental Indenture dated as of
December 1, 1995 (together with the Original Indenture, the "Indenture")
between the Issuer and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the registered holders of the
Debentures and of the terms upon which the Debentures are, and are to be,
authenticated and delivered. By the terms of the Indenture, the Debentures are
issuable in series which may vary as to amount, date of maturity, rate of
interest and in other respects as in the Indenture provided. This series of
Debentures is limited in aggregate principal amount as specified in said First
Supplemental Indenture.

This Debenture shall be without benefit of any security and shall be
subordinated to Senior Indebtedness (as defined in the Indenture) as and to the
extent provided in Article Thirteen of the Original Indenture and Article Four
of said First Supplemental Indenture. The omission by the Issuer to pay
interest on this Debenture during a Deferral Period as permitted by Section
2.3(b) of said First Supplemental Indenture shall not constitute an Event of
Default under Section 5.1 of the Original Indenture.

The Debenture shall not be redeemed by the Issuer prior to April 30,
1999. Subject to Article Twelve of the Original Indenture, on or after May 1,
1999, the Issuer shall have the right to redeem this Debenture at the option of
the Issuer, without premium or penalty, in whole or in part, at a redemption
price equal to 100% of the principal amount redeemed plus the accrued and
unpaid interest thereon to the date fixed for redemption. Any redemption
pursuant to this paragraph will be made upon not less than 30 nor more than 60
days notice to the Trustee and Holders of the Debentures (with the Trustee to
be notified at least five days prior to notice to such Holders). If the
Debentures are only partially redeemed by the Issuer, the Debentures will be
redeemed pro rata or by lot or by any other method utilized by the Trustee;
provided that if at the time of redemption, the Debentures are registered as a
Global Debenture, the Depositary shall determine by lot the principal amount of
such Debentures held by each Debenture holder to be redeemed.

In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof will
be issued in the name of the registered holder hereof upon the cancellation
hereof.

In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.

The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Debenture upon compliance by the Issuer with
certain conditions set forth therein.

<PAGE> 14

The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the registered holders of not less than a majority in
aggregate principal amount of the outstanding Debentures of all series affected
at the time, as defined in the Indenture, to execute supplemental indentures
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the registered holders of
the Debentures; provided, however, that no such supplemental indenture shall
(i) extend the final maturity of any Debentures of any series, or reduce the
principal amount thereof, or reduce the rate of or extend the time of payment
of interest thereon (except that a valid extension of an interest payment
period by the Issuer in accordance with the terms of any indenture supplemental
hereto, shall not constitute an extension of interest for this purpose), or
reduce any amount payable on redemption thereof, or make the principal thereof
(including any amount in respect of original issue discount) or interest
thereon payable in any coin or currency other than that provided herein or in
accordance with the terms hereof, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.1 of the Original
Indenture or the amount thereof provable in bankruptcy pursuant to Section 5.2
of the Original Indenture, or alter the provisions of Section 11.11 or 11.12 of
the Original Indenture or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if the Securities provide therefor,
any right of repayment at the option of the Securityholder, or modify any
provisions of the Indenture relating to the subordination of each Debenture in
a manner adverse to such Holder, in each case without the consent of the
registered holder of each Debenture so affected or (ii) reduce the aforesaid
percentage of Debentures, the registered holders of which are required to
consent to any such supplemental indenture, without the consent of the
registered holders of each Debenture then outstanding and affected thereby.
The Indenture also contains provisions permitting (i) the registered holders of
a majority in aggregate principal amount of the Debentures of all series at the
time outstanding affected thereby, on behalf of the registered holders of the
Debentures of such series, to waive compliance by the Issuer with certain
provisions of the Indenture and (ii) the registered holders of a majority in
aggregate principal amount of the Debentures of all series at the time
outstanding affected thereby, on behalf of the registered holders of the
Debentures of such series, to waive certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the registered holder of
this Debenture (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such registered holder and upon all future
registered holders and owners of this Debenture and of any Debenture issued in
exchange hereof or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.

No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture at the time and place and at the rate and in the coin or currency
herein prescribed.

The Issuer shall have the right at any time, on one or more occasions, so
long as an Event of Default has not occurred and is not continuing under the
Indenture with respect to the Debentures, to extend any interest payment period
on this Debenture for a period not to exceed 20 consecutive quarterly interest
payment periods and, as a consequence, the quarterly interest payment on

<PAGE> 15

the Debentures would be deferred (but would continue to accrue with interest
thereon compounded quarterly at the rate of interest on the Debentures, except
to the extent payment of such interest is prohibited by law) during any such
Deferral Period (as defined in the Indenture). At the end of each Deferral
Period, the Issuer shall pay all interest then accrued and unpaid (compounded
quarterly, at the rate of interest on the Debentures, except to the extent
payment of such interest is prohibited by law) to the persons in whose name the
Debentures are registered on the Record Date immediately preceding the Interest
Payment Date at the end of such Deferral Period. In the event the Issuer
exercises this right, the Issuer shall not declare or pay any dividends on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its Capital Stock (as defined in the Indenture) or make any guarantee payments
with respect to the foregoing during such Deferral Period, other than
redemptions of any series of Capital Stock of the Issuer pursuant to the terms
of any sinking fund provisions with respect thereto. In addition, during any
Deferral Period, the Issuer may not (i) make any distributions, loans or
guarantees for the benefit of, (ii) purchase, defease, redeem or otherwise
acquire or retire for value any securities of, or (iii) make any other
investment in any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer, for the purpose of, or
to enable the payment of, directly or indirectly, dividends on any equity
securities of Fund American Enterprises, Inc. and its successors or assigns.
During any Deferral Period, the Issuer may continue to extend the interest
payment period by extending the Deferral Period, on one or more occasions;
provided that such Deferral Period, as extended, must end on an Interest
Payment Date and in no event shall the aggregate Deferral Period, as extended,
exceed 20 consecutive quarterly interest payment periods or extend beyond the
maturity of the Debentures or any date on which any of the Debentures are fixed
for redemption. No interest shall be due and payable on the Debentures during
a Deferral Period except at the end thereof. The Issuer shall give the Trustee
and the registered holders of Debentures notice (with the Trustee to receive
notice at least three days prior to such Holders) of its election to defer
interest payments or to extend the Deferral Period ten Business Days prior to
the earlier of (i) the next scheduled quarterly Interest Payment Date or (ii)
the date the Issuer is required to give notice of the record date of such
related interest payment to the New York Stock Exchange or other applicable
self-regulatory organization or to the holders of the Debentures, but in any
event not less than two Business Days prior to such record date.

As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Debenture is registrable in the Security
Register of the Issuer, upon surrender of this Debenture for registration of
transfer at the office or agency of the Issuer in any place where the principal
of and any interest on this Debenture are payable or at such other offices or
agencies as the Issuer may designate, duly endorsed by or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Issuer and the security registrar or any transfer agent duly executed by the
registered holder hereof or his or her attorney duly authorized in writing, and
thereupon one or more new Debentures of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

Prior to due presentment for registration of transfer of this Debenture,
the Issuer, the Trustee, any paying agent and any

<PAGE> 16

security registrar may deem and treat the registered holder hereof as the
absolute owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other
than the security registrar) for the purpose of receiving payment of or on
account of the principal hereof and interest due hereon and for all other
purposes, and neither the Issuer nor the Trustee nor any paying agent nor any
security registrar shall be affected by any notice to the contrary.

The Debentures of this series are issuable only in fully registered form
without coupons in denominations of $25 and any integral multiple thereof.
This Registered Global Security is exchangeable for Debentures in definitive
form only under certain limited circumstances set forth in the Indenture.
Debentures of this series so issued are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Debentures of this series are exchangeable for a like aggregate principal
amount of Debentures of this series of a different authorized denomination, as
requested by the registered holder surrendering the same.

As set forth in, and subject to the provisions of, the Indenture, no
registered owner of any Debenture will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
(i) such registered owner shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to the Debentures of this
series, (ii) the registered owners of not less than 25% in principal amount of
the outstanding Debentures of all affected series then Outstanding shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, (iii) the Trustee shall have failed to
institute such proceeding within 60 days and (iv) the Trustee shall not have
received from the registered owners of a majority in principal amount of the
outstanding Debentures of this series a direction inconsistent with such
request within such 60-day period; provided, however, that such limitations do
not apply to a suit instituted by a registered owner hereof for the enforcement
of payment of the principal of or any interest on this Debenture on or after
the respective due dates expressed herein, subject to deferral as set forth
herein.

All terms used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

<PAGE> 17

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

- -----------------------------------------------------------------------------
(Please insert Social Security or other number of assignee)

- -----------------------------------------------------------------------------
(please print or type name and address, including zip code, of assignee)

the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing such person attorneys to transfer the within Debenture on the
books of the Issuer, with full power of substitution in the premises.

Dated:
--------------------- -----------------------------------

NOTICE: The signature of this assignment must correspond with the name as
written upon the face of the within Debenture in every particular, without
alteration or enlargement or any change whatever. When assignment is made by a
guardian, trustee, executor or administrator, an officer of a corporation, or
anyone in a representative capacity, proof of his or her authority to act must
accompany this Debenture.

Signature Guaranteed

By:
---------------------------

NOTICE: Signature(s) must be guaranteed by a financial institution that is a
member of the Securities Transfer Agents Medallion Program ("STAMP"), the Stock
Exchange, Inc. Medallion Signature Program ("MSP").

<PAGE> 18

EXHIBIT B

DEFINITIVE FORM OF DEBENTURE

AS REGISTERED SECURITY

[FORM OF FACE OF DEBENTURE]

RQ-_____ NUMBER OF 9.375% QUARTERLY INCOME CAPITAL
SECURITIES (SUBORDINATED INTEREST
DEFERRABLE DEBENTURES, DUE 2025), $25
PRINCIPAL AMOUNT EACH:

SOURCE ONE MORTGAGE SERVICES CORPORATION

9.375% QUARTERLY INCOME CAPITAL SECURITIES
(SUBORDINATED INTEREST DEFERRABLE DEBENTURES,
DUE 2025)

CUSIP 836154302
See reverse for Certain Definitions

SOURCE ONE MORTGAGE SERVICES CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein referred to as the
"Issuer", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum equal to the
amount obtained by multiplying the number of 9.375% Quarterly Income Capital
Securities (Subordinated Interest Deferrable Debentures, Due 2025), $25
principal amount each, set forth above by $25 on December 31, 2025 and to pay
interest on said principal sum from December 9, 1995 at the rate of 9.375% per
annum until the principal hereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per
annum during such overdue period, compounded quarterly, to the registered
holder of this Debenture ("Debenture"); provided however that the registered
holder of this Debenture ("Debenture") will receive interest at a rate of 8.42%
per annum from and including November 1, 1995 to but excluding December 9, 1995
and from and after December 9, 1995 at the rate of 9.375% per annum. Interest
on this Debenture will be payable quarterly (subject to deferral as set forth
herein) in arrears on March 31, June 30, September 30 and December 31 of each
year (each such date, an "Interest Payment Date"), commencing December 31,
1995.

The amount of interest payable for any period shall be computed on the
basis of twelve 30-day months and a 360-day year and, for any period shorter
than a full quarterly interest period, will be computed on the basis of the
actual number of days elapsed in such period. In the event that any date on
which interest is payable on this Debenture is not a Business Day, then payment
of the amount payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date,
subject to certain rights of deferral described below. "Business Day" shall
mean a day on which banking institutions located in the State of New York or in
the state in which the principal corporate trust

<PAGE> 19

office of the Trustee is located are not authorized or obligated by or pursuant
to law or executive order to close. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date (other than
interest payable on redemption or maturity) will, as provided in the Indenture
(as defined herein), be paid to the person in whose name this Debenture (or one
or more Predecessor Debentures, as defined in said Indenture) is registered at
the close of business on the relevant record date for such interest
installment, which shall be March 15, June 15, September 15, and December 15,
of each year (each a "Record Date"). Interest payable on redemption or
maturity shall be payable to the person to whom the principal is paid. Any
such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered holders on such Record Date,
and may be paid to the person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders of this
series of Debentures not less than 10 days prior to such special record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debentures may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. The principal of and the interest on this Debenture
shall be payable at the office or agency of the Issuer maintained for that
purpose in the Borough of Manhattan, The City of New York, in any coin or
currency of the United States of America which at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Issuer by check mailed to the
registered holder at the close of business on the Record Date at such address
as shall appear in the Security Register.

<PAGE> 20

IN WITNESS WHEREOF, the Issuer has caused this Instrument to be executed.

SOURCE ONE MORTGAGE SERVICES CORPORATION

By
-------------------------------------
Robert W. Richards, Chairman

Attest:

By
--------------------------------
Robert R. Densmore, Secretary

[Corporate Seal]

CERTIFICATE OF AUTHENTICATION

This is one of the Debentures of the series of Debentures described in
the within-mentioned Indenture.

IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee

By
--------------------------------
Authorized Signatory

Date:

<PAGE> 21

[FORM OF REVERSE OF DEBENTURE]

The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Debenture upon compliance by the Issuer with
certain conditions set forth therein.

<PAGE> 22

<PAGE> 23

Prior to due presentment for registration of transfer of this Debenture,
the Issuer, the Trustee, any paying agent and any

<PAGE> 24

The Debentures of this series are issuable only in fully registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Debentures of this series are exchangeable for a like aggregate principal
amount of Debentures of this series of a different authorized denomination, as
requested by the registered holder surrendering the same.

All terms used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

<PAGE> 25

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

- -----------------------------------------------------------------------------
(Please insert Social Security or other number of assignee)

- -----------------------------------------------------------------------------
(please print or type name and address, including zip code, of assignee)

Dated:
--------------------- -----------------------------------------------

Signature Guaranteed

By:
----------------------------