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OMB APPROVAL           
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OMB Number:          3235-0060 
UNITED STATES                    Expires:          May 31, 2000 
SECURITIES AND EXCHANGE COMMISSION          Estimated average burden       
WASHINGTON, D.C. 20549                hours per response . . . .5.00 
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)           November 8, 1999
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NRG Energy, Inc.
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(Exact name of registrant as specified in its charter)

Delaware                        333-33397                     41-1724239
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(State or other jurisdiction     (Commission                   (IRS Employer
of incorporation)            File Number)                Identification No.)
1221 Nicollet Mall,                                                        
Minneapolis, Minnesota                                              55403
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(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code      (612) 373-5300
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None
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(Former name and former address, if changed since last report.)

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS
A CURRENTLY VALID OMB CONTROL NUMBER.                 SEC 873 (1/99) 1 OF 6

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Item 5. Other Events.

On November 3, 1999, we filed a Prospectus Supplement, dated November
2, 1999, and accompanying Prospectus, dated April 7, 1999, relating to the
offering of $240,000,000 principal amount of our 8.0% Remarketable or Redeemable
Securities (ROARS) due November 1, 2013 (Remarketing Date November 1, 2003). On
November 8, 1999, the offering of the ROARS was completed. In this connection,
we are filing certain exhibits as part of this Form 8-K. See "Item 7. Exhibits."

Item 7. Exhibits.

The following exhibits are filed with this report on Form 8-K:

Exhibit No.   Description
-----------   -----------
4.1           Indenture, dated November 8, 1999, by and between NRG Energy,
Inc. and Norwest Bank Minnesota, National Association, as
Trustee, with a form of ROARS attached as Exhibit A thereto.

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SIGNATURES

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

NRG Energy, Inc.
------------------------------------------
(Registrant)

Date    November 12, 1999             /S/ Leonard A. Bluhm
-------------------------                         (Signature)*

Name:  Leonard A. Bluhm
Title: Executive Vice President 
and Chief Financial Officer

*Print name and title of the signing officer under this signature

SEC 873 5 of 5

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NRG ENERGY, INC.

and

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION

as Trustee

INDENTURE

Dated as of November 8, 1999

$240,000,000

8% Remarketable Or Redeemable Securities (ROARS(SM)) Due 2013

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(SM) Service Mark of Banc of America Securities LLC

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TABLE OF CONTENTS

Page

ARTICLE I         DEFINITIONS..............................................................1
Section 1.1   Certain Terms Defined......................................1

ARTICLE II        ISSUE, EXECUTION, FORM AND REGISTRATION OF
SECURITIES...............................................................8
Section 2.1   Authentication and Delivery of Securities..................8
Section 2.2   Execution of Securities....................................9
Section 2.3   Certificate of Authentication..............................9
Section 2.4   Form, Denomination and Date of Securities..................9
Section 2.5   Global Securities.........................................12
Section 2.6   Registration, Registration of Transfer and Exchange.......12
Section 2.7   Mutilated, Defaced, Destroyed, Lost and Stolen
Securities................................................14
Section 2.8   Cancellation of Securities:  Destruction Thereof..........15
Section 2.9   Temporary Securities......................................15

ARTICLE III       TERMS OF ROARS..........................................................16
Section 3.1   Interest and Interest Payment Dates.......................16
Section 3.2   Remarketing and Determination of Interest Rate to
Maturity..................................................16
Section 3.3   Redemption................................................22

ARTICLE IV        COVENANTS OF THE ISSUER AND THE TRUSTEE.................................23
Section 4.1   Payment of Principal and Interest.........................23
Section 4.2   Offices for Payments, etc.................................23
Section 4.3   Appointment

to Fill Vacancy in Office of Trustee..........24
Section 4.4   Paying Agents.............................................24
Section 4.5   Certificate to Trustee....................................25
Section 4.6   Securityholder's Lists....................................25
Section 4.7   Reports by the Issuer.....................................25
Section 4.8   Limitation on Liens.......................................25
Section 4.9   Repurchase of Securities Upon a Change of Control.........26

ARTICLE V         REMEDIES OF THE TRUSTEE
ANDSECURITYHOLDERS ON
EVENT OF DEFAULT........................................................28
Section 5.1   Event of Default Defined; Acceleration of Maturity;
Waiver of Default.........................................28
Section 5.2   Collection of Indebtedness by Trustee; Trustee
May Prove Debt............................................30
Section 5.3   Application of Proceeds...................................32

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Section 5.4   Suits for Enforcement.....................................33
Section 5.5   Restoration of Rights on Abandonment of
Proceedings...............................................33
Section 5.6   Limitations of Suits by Securityholders...................33
Section 5.7   Powers and Remedies Cumulative, Delay or
Omission Not Waiver of Default............................34
Section 5.8   Control by Securityholders................................35
Section 5.9   Waiver of Past Defaults...................................35
Section 5.10  Rights of Holders to Receive Payment......................36

ARTICLE VI        CONCERNING THE TRUSTEE..................................................36
Section 6.1   Duties and Responsibilities of the Trustee;
During Default; Prior to Default..........................36
Section 6.2   Certain Rights of the Trustee.............................37
Section 6.3   Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof.............38
Section 6.4   Trustee and Agents May Hold Securities;
Collections, etc..........................................38
Section 6.5   Moneys Held by Trustee....................................39
Section 6.6   Compensation and Indemnification of Trustee and
Its Prior Claim...........................................39
Section 6.7   Right of Trustee to Rely on Officers' Certificate, etc....39
Section 6.8   Persons Eligible for Appointment as Trustee...............40
Section 6.9   Resignation and Removal; Appointment of
Successor Trustee.........................................40
Section 6.10  Acceptance of Appointment by Successor Trustee............41
Section 6.11  Merger, Conversion, Consolidation or Succession to
Business of Trustee.......................................42

ARTICLE VII       CONCERNING THE SECURITYHOLDERS..........................................42
Section 7.1   Evidence of Action Taken by Securityholders...............42
Section 7.2   Proof of Execution of Instruments and of
Holding of Securities Record Date.........................43
Section 7.3   Holders to Be Treated as Owners...........................43
Section 7.4   Securities Owned by Issuer Deemed Not Outstanding.........43
Section 7.5   Right of Revocation of Action Taken.......................44

ARTICLE VIII      SUPPLEMENTAL INDENTURES.................................................44
Section 8.1   Supplemental Indentures Without Consent of
Securityholders...........................................44
Section 8.2   Supplemental Indentures With Consent of
Securityholders...........................................45
Section 8.3   Effect of Supplemental Indenture..........................46
Section 8.4   Documents to Be Given to Trustee..........................47

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Section 8.5   Notation of Securities in Respect of Supplemental
Indentures................................................47

ARTICLE IX        CONSOLIDATION, MERGER, SALE OR CONVEYANCE...............................47
Section 9.1   Covenant Not to Merge, Consolidate, Sell or
Transfer Assets Except Under Certain Conditions...........47
Section 9.2   Successor Corporation Substituted.........................48
Section 9.3   Opinion of Counsel to Trustee; Officers' Certificate......48

ARTICLE X         SATISFACTION AND DISCHARGEOF INDENTURE;
NCLAIMED MONEYS.........................................................49
Section 10.1  Satisfaction and Discharge of Indenture...................49
Section 10.2  Application by Trustee of Funds Deposited for
Payment of Securities.....................................50
Section 10.3  Repayment of Moneys Held by Paying Agent..................50
Section 10.4  Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years.............................50
Section 10.5  Defeasance and Discharge of Indenture.....................50
Section 10.6  Defeasance of Certain Obligations.........................52

ARTICLE XI        MISCELLANEOUS PROVISIONS................................................53
Section 11.1  Incorporators, Shareholders, Officers and Directors
of Issuer Exempt from Individual Liability................53
Section 11.2  Provisions of the Indenture for the Sole Benefit of
Parties and Securityholders...............................53
Section 11.3  Successors and Assigns of Issuer Bound by Indenture.......53
Section 11.4  Notices and Demands on Issuer, Trustee and
Securityholders...........................................54
Section 11.5  Officers' Certificates and Opinions of Counsel,
Statements to Be Contained Therein........................54
Section 11.6  Payments Due on Saturdays, Sundays and Holidays...........55
Section 11.7  New York Law to Govern....................................56
Section 11.8  Counterparts..............................................56
Section 11.9  Effect of Headings........................................56

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Cross-reference sheet showing the location in this Indenture
of the provisions inserted pursuant to Sections 310 through 318, inclusive, of
the Trust Indenture Act of 1939, as amended.

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

Section 310(a)(1)                             6.8
(a)(2)                             6.8
(a)(3)                             N/A
(a)(4)                             N/A
(a)(5)                             6.8
(b)                                6.9
(c)                                N/A
Section 311(a)                                6.5
(b)                                N/A
(c)                                N/A
Section 312(a)                                N/A
(b)                                N/A
(c)                                N/A
Section 313(a)                                N/A
(b)                                N/A
(c)                                N/A
(d)                                N/A
Section 314(a)                                4.7
(b)(1)                             N/A
(b)(2)                             N/A
(c)(1)                             11.5
(c)(2)                             11.5
(c)(3)                             N/A
(d)                                N/A
(e)                                11.5
(f)                                N/A

Section 315(a)                                6.1(a)(i); 6.1(a)(ii)
(b)                                N/A
(c)                                6.1

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(d)(1)                             6.1(a)(i); 6.1(a)(ii)
(d)(2)                             6.1(b)
(d)(3)                             6.1(c)
(e)                                5.5
Section 316(a)(1)(A)                          5.1(g); 5.8
(a)(1)(B)                          5.9
(a)(2)                             N/A
(b)                                5.10
(c)                                6.2(g)
Section 317(a)(1)                             5.2
(a)(2)                             5.2(a)
(b)                                11.2
Section 318                                   8.1(e)

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INDENTURE, dated as of November 8, 1999, between NRG ENERGY,
INC., a Delaware corporation (herein called the "Issuer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as trustee (herein called the "Trustee").

W I T N E S S E T H:

WHEREAS, the Issuer has duly authorized the issue of
$240,000,000 aggregate principal amount of its 8% Remarketable Or Redeemable
Securities Due 2013 (the "ROARS(SM)" or the "Securities") and, to provide, among
other things, for the authentication, delivery and administration thereof, the
Issuer has duly authorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary to make the Securities, when
executed by the Issuer and authenticated and delivered by the Trustee as in this
Indenture provided, the valid, binding and legal obligations of the Issuer, and
to constitute these presents a valid indenture and agreement according to its
terms, have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the
Securities by the Holders (as defined herein) 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 as follows:

ARTICLE I
DEFINITIONS

Section 1.1       Certain Terms Defined.

The following terms (except as otherwise expressly provided)
for all purposes of this Indenture shall have the respective meanings specified
in this Section. All accounting terms used herein and not expressly defined
shall have the meanings given to them in accordance with GAAP (as defined
herein). 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. The terms defined in this Article include the
plural as well as the singular.

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

(SM) Service Mark of Banc of America Securities LLC

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"Agent Members" has the meaning set forth in Section 2.4(b).

"Applicable Spread" has the meaning set forth in Section 3.2(b)(i).

"Beneficial Owners" has the meaning set forth in Section 3.2(b)(i).

"Bid" has the meaning set forth in Section 3.2(b)(i).

"Board of Directors" means either the Board of Directors of the
Issuer or any committee of such Board duly authorized to act on behalf of such
Board.

"Business Day" means any day other than a Saturday or Sunday or
day on which banking institutions in New York City or Minneapolis, Minnesota are
authorized or obligated by law or executive order to close.

"Capital Stock" means, with respect, to any Person, any and all
outstanding shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of, or interests in (however
designated), the equity of such Person including, without limitation, all Common
Stock and Preferred Stock and partnership and joint venture interests of such
Person.

"Cedel" has the meaning set forth in Section 2.4(b).

"Change of Control" means the occurrence of one or more of the
following events: (i) NSP (or its successors) shall cease to own a majority of
the outstanding Voting Stock of the Issuer, (ii) at any time following the
occurrence of the event described in clause (i), a Person or group (as that term
is used in Section 13(d)(3) of the Exchange Act) of Persons (other than NSP)
shall have become the beneficial owner directly or indirectly, or shall have
acquired the absolute power to direct the vote, of more than 35% of the
outstanding Voting Stock of the Issuer or (iii) during any twelve-month period,
individuals who at the beginning of such period constitute the Board of
Directors (together with any new directors whose election or nomination was
approved by a majority of the directors then in office who were either directors
at the beginning of such period or who were previously so approved) shall cease
for any reason to constitute a majority of the Board of Directors.
Notwithstanding the foregoing, a Change of Control shall be deemed not to have
occurred if one or more of the above events occurs or circumstances exist and,
after giving effect thereto, the Securities are rated Investment Grade. For
purposes of clause (i), NSP's "successors" shall be deemed to include NSP, as
the "surviving corporation," as that term is used in the Agreement and Plan of
Merger, dated as of March 24, 1999, by and between NSP and New Century Energies,
Inc., if the merger contemplated by such agreement is consummated substantially
in accordance with the terms specified therein.

"Change of Control Offer" has the meaning set forth in Section 
4.9(b).

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this

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Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body (if any) performing such
duties at such time.

"Common Stock" means, with respect to any Person, Capital Stock
of such Person that does not rank prior, as to the payment of dividends or as to
the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of any other class of
Capital Stock of such Person.

"Comparable Treasury Issues" has the meaning set forth in Section
3.2(b)(i).

"Comparable Treasury Price" has the meaning set forth in Section 
3.2(b)(i).

"Consolidated Current Assets" and "Consolidated Current
Liabilities" mean such assets and liabilities of the Issuer on a consolidated
basis as shall be determined in accordance with GAAP to constitute current
assets and current liabilities, respectively, provided that inventory shall be
valued at the lower of cost (using the average life method) or market.

"Consolidated Net Tangible Assets" means, as of the date of
determination thereof, the total amount of all Issuer's assets determined on a
consolidated basis in accordance with GAAP as of such date less the sum of (a)
Issuer's consolidated current liabilities determined in accordance with GAAP and
(b) assets properly classified as intangible assets, in accordance with GAAP.

"Consolidated Total Assets" means, as of the date of any
determination thereof, the total amount of all assets of the Issuer determined
on a consolidated basis in accordance with GAAP.

"Corporate Trust Office" means the principal 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 at Corporate Trust, N9303-120, Norwest
Center, Sixth and Marquette, Minneapolis, Minnesota 55479.

"Dollar Price" has the meaning set forth in Section 3.2(b)(i).

"Euroclear" has the meaning set forth in Section 2.4(b).

"Event of Default" means any event or condition specified as such
in Section 5.1 hereof that shall have continued for the period of time, if any,
therein designated.

"Exchange Act" means the Securities Exchange Act of 1934, as 
amended.

"Fixed Rate Determination Date" has the meaning set forth in 
Section 3.2(b)(i).

"Fixed Rate Remarketing Date" has the meaning set forth in 
Section 3.1.

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"Floating Period Interest Rate" has the meaning set forth in 
Section 3.2(b)(ii).

"Floating Period Notification Date" has the meaning set forth in 
Section 3.2(b)(ii).

"Floating Period Option" has the meaning set forth in Section 
3.2(b)(ii).

"Floating Period Termination Date" has the meaning set forth in 
Section 3.2(b)(ii).

"Floating Period Termination Notification Date" has the meaning 
set forth in Section 3.2(b)(ii).

"Floating Rate Period" has the meaning set forth in Section 
3.2(b)(ii).

"Floating Rate Remarketing Date(s)" has the meaning set forth in 
Section 3.2(b)(ii).

"Floating Rate Reset Period" has the meaning set forth in Section
3.2(b)(ii).

"Floating Rate Spread" has the meaning set forth in Section 
3.2(b)(ii).

"Floating Rate Spread Determination Date" has the meaning set 
forth in Section 3.2(b)(ii).

"GAAP" means generally accepted accounting principles in the U.S.
applied on a basis consistent with the principles, methods, procedures and
practices employed in the preparation of the Issuer's audited financial
statements, including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.

"Global Security" has the meaning set forth in Section 2.4(b).

"Holder," "Holder of Securities," "Securityholder" and other
similar terms mean the registered holder of any Security.

"Indebtedness" has the meaning set forth in Section 4.8.

"Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented.

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"Intangible Assets" means, as of the date of determination
thereof, all assets of the Issuer properly classified as intangible assets
determined on a consolidated basis in accordance with GAAP.

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

"Interest Rate to Maturity" has the meaning set forth in Section 
3.2(b)(i).

"Investment Banker" means an independent investment banking
institution of national standing selected by the Issuer.

"Investment Grade" means, with respect to the Securities, a
rating of Baa3 or higher by Moody's Investors Service, Inc., and a rating of
BBB- or higher by Standard and Poor's Ratings Group (or, if either or both of
the foregoing rating agencies ceases to rate the Securities for reasons beyond
the control of the Issuer, equivalent ratings by one or two (as the case may be)
other nationally recognized statistical rating organizations (as such term is
defined in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act)); provided that if
either of the foregoing rating agencies shall change its ratings designations
while the Securities are Outstanding, "Investment Grade" shall mean the lowest
ratings designation signifying "investment grade" issued by such agencies (or
higher).

"Issuer" means NRG Energy, Inc., a Delaware corporation, and,
subject to Article 9 hereof, its successors and assigns.

"NSP" means Northern States Power Company, a Minnesota 
corporation.

"Notification Date" has the meaning set forth in Section 3.2(a).

"Officers' Certificate" means a certificate signed on behalf of
the Issuer by the Chairman of the Board of Directors or the President or any
Vice President and by the Chief Financial Officer or the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer of the Issuer
and delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 11.5 hereof, if and to the extent required thereby.

"Opinion of Counsel" means an opinion in writing signed by legal
counsel satisfactory to the Trustee, who may be an employee of or counsel to the
Issuer. Each such opinion shall include the statements provided for in Section
11.5 hereof, if and to the extent required thereby.

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

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

1. Securities theretofore canceled by the Trustee or delivered
to the Trustee for cancellation, or which shall have been paid pursuant
to Section 2.7 hereof (other than any such Securities in respect of
which there shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser in whose
hands the Securities are valid obligations of the Issuer); and

2. Securities, or portions thereof, for the payment or
redemption of which moneys or direct obligations of the United States
of America backed by its full faith and credit in the necessary 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 (if the Issuer shall act as its own
paying agent), provided that if such Securities are to be redeemed
prior to the maturity thereof, notice of such redemption shall have
been herein provided, or provision satisfactory to the Trustee shall
have been given as herein provided, or provision satisfactory to the
Trustee shall have been made for giving such notice.

"Person" means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

"Preferred Stock" means, with respect to any Person, any and all
shares, interests, participation or other equivalents (however designated,
whether voting or non-voting) of preferred or preference Capital Stock of such
Person that is outstanding or issued on or after the date of this Indenture.

"Reference Corporate Dealers" has the meaning set forth in 
Section 3.2(b)(i).

"Reference Money Market Dealer" has the meaning set forth in 
Section 3.2(b)(ii).

"Reference Rate" has the meaning set forth in Section 3.2(b)(ii).

"Reference Rate Determination Date" has the meaning set forth in 
Section 3.2(b)(ii).

"Reference Rate Reset Date" has the meaning set forth in Section 
3.2(b)(ii).

"Reference Treasury Dealer" has the meaning set forth in Section 
3.2(b)(i).

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"Reference Treasury Dealer Quotations" has the meaning set forth 
in Section 3.2(b)(i).

"Remaining Scheduled Payments" has the meaning set forth in 
Section 3.2(b)(i).

"Remarketing Date(s)" has the meaning set forth in Section 3.1.

"Repurchase Date" has the meaning set forth in Section 4.9(b).

"Responsible Officer", when used with respect to the Trustee,
means any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

"Securities Act" means the Securities Act of 1933, as amended.

"Security" or "Securities" has the meaning set forth in the 
recitals above.

"Securities Register" and "Security Registrar" have the
respective meanings pecified in Section 2.6.

"Stated Maturity" means, with respect to any debt security or any
installment of interest thereon, the date specified in such debt security as the
fixed date on which any principal of such debt security or any such installment
of interest is due and payable.

"Telerate Page 500" has the meaning set forth in Section 
3.2(b)(i).

"Treasury Rate" has the meaning set forth in Section 3.2(b)(i).

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

"Trustee" means the entity identified as "Trustee" in the first
paragraph hereof until the appointment of a successor trustee pursuant to
Article 6, after which "Trustee" shall mean such successor trustee.

"U.S. Depositary" means The Depository Trust Company.

"U.S. Government Obligations" means securities that are (i)
direct and uncondi tional obligations of the United States of America for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by, and acting as an agency or instrumentality
of, the United States of America, the payment of which is uncondition ally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a bank
or trust company subject to federal or state supervision or examination with a
combined capital and surplus of at least $100,000,000, as custodian with respect
to any such U.S. Government Obligations or a specific payment of interest on or
principal

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

"Voting Stock" means, with respect to any Person, Capital Stock
of any class or kind ordinarily having the power to vote for the election of
directors (or persons fulfilling similar responsibilities) of such Person.

"1996 Senior Notes" means $125,000,000 aggregate principal amount
of 7.625% Senior Notes Due 2006 of the Issuer, issued pursuant to an Indenture
dated as of January 31, 1996, between the Issuer and Norwest Bank Minnesota,
National Association.

"1997 Senior Notes" means $250,000,000 principal amount of 7 1/2%
Senior Notes Due 2007 of the Issuer, issued pursuant to an Indenture dated as of
June 1, 1997, between the Issuer and Norwest Bank Minnesota, National
Association.

"1999 Senior Notes" means $300,000,000 principal amount of 7 1/2
% Senior Notes Due 2009 of the Issuer, issued pursuant to an Indenture dated as
of May 25, 1999, between the Issuer and Norwest Bank Minnesota, National
Association.

ARTICLE II
ISSUE, EXECUTION, FORM AND
REGISTRATION OF SECURITIES

Section 2.1       Authentication and Delivery of Securities.

Upon the execution and delivery of this Indenture, or from
time to time thereafter, Securities in an aggregate principal amount not in
excess of $240,000,000 (except as otherwise provided in Section 2.7 hereof) may
be executed by the Issuer and delivered to the Trustee for authentication, and
the Trustee shall thereupon authenticate and deliver said Securities to or upon
the written order of the Issuer, signed by both (a) its Chairman of the Board of
Directors, or any Vice Chairman of the Board of Directors, or its President or
any Vice President and (b) by its Chief Financial Officer, or its Secretary or
any Assistant Secretary, or its Treasurer or any Assistant Treasurer without any
further action by the Issuer. The Securities shall be direct, unconditional
obligations of the Issuer and shall rank pari passu without preference among
themselves and equally in priority of payment with all other present and future
unsubordinated, unsecured indebtedness of the Issuer.

Section 2.2       Execution of Securities.

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The Securities shall be signed on behalf of the Issuer by both
(a) its Chairman of the Board of Directors or any Vice Chairman of the Board of
Directors or its President or any Vice President and (b) by its Chief Financial
Officer or its Secretary or its Assistant Secretary or its Treasurer or any
Assistant Treasurer, under its corporate seal 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 shall cease to be such officer before the Security so signed
shall be authenticated and delivered by the Trustee or disposed of by the
Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Security had not ceased to be
such officer of the Issuer; and any Security may be signed on behalf of the
Issuer by such Persons as, at the actual date of the execution of such Security,
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 officer.

Section 2.3       Certificate of Authentication.

Only such Securities as shall bear thereon a certificate of
authentication substan tially in the form recited in the form of Security
attached as Exhibit A hereto, executed by that Trustee by manual signature of
one of its authorized signatories, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee upon any Security executed by the Issuer shall be conclusive evidence
that the Security so authenti cated has been duly authenticated and delivered
hereunder and that the Holder is entitled to the benefits of this Indenture.

Section 2.4       Form, Denomination and Date of Securities.

(a)      The Securities and the Trustee's certificate
of authentication shall be substantially in the form set forth in the form of
Security attached as Exhibit A hereto. The Securities shall be numbered,
lettered, or otherwise distinguished in such manner or in accor dance with such
plans as the officers of the Issuer executing the same may determine with the
approval of the Trustee.

Any of the Securities may be issued with appropriate 
insertions, omissions, substitutions and variations and may have imprinted or
otherwise reproduced thereon such legend or legends, 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 the rules of any securities
market in which the Securities are admitted to trading, or to conform to general
usage.

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(b)      (i)  This Section 2.4(b)(i) shall apply only
to Securities in global form ("Global Securities") deposited with the U.S. 
Depositary.

The Issuer shall execute and the Trustee shall, in 
accordance with this Section 2.4(b)(i), authenticate and deliver initially
Global Securities that (a) shall be registered in the name of the U.S.
Depositary for such Global Securities or the nominee of such U.S. Depositary,
(b) shall be deposited on behalf of Agent Members (as defined herein) with the
Trustee as custodian for the U.S. Depositary and (c) shall bear legends
substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF [INSERT NAME AND ADDRESS OF U.S. DEPOSITARY] TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION
HEREOF IS REGISTERED IN THE NAME OF [INSERT NAME OF U.S. NOMINEE OF
DEPOSITARY], OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF [INSERT NAME OF U.S. DEPOSITARY], OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF
U.S. DEPOSITARY] (AND ANY PAYMENT HEREON IS MADE TO [INSERT NAME OF
NOMINEE OF U.S. DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN [INSERT NAME OF
U.S. DEPOSITARY OR A NOMINEE THEREOF] IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, [INSERT NAME OF NOMINEE OF U.S. DEPOSITARY]
HAS AN INTEREST HEREIN".

"TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF [INSERT NAME OF U.S. DEPOSITARY]
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF".

Members of, or participants in, a U.S. Depositary 
("Agent Members") shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the U.S. Depositary or under any Global
Security, and the U.S. Depositary may be treated by the Issuer, the Trustee, and
any agent of the Issuer or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the U.S. Depositary or impair, as between the U.S.
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any security.

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(ii) This Section 2.4(b)(ii) shall apply
only to the Global Security deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee as custodian for the U.S.
Depositary for credit to their respective accounts (or to such other accounts as
they may direct) at Euroclear System ("Euroclear") or Cedel, S.A. ("Cedel")
insofar as interests in the Global Security are held by the Agent Members for
Euroclear or Cedel.

The provisions of the "Operating Procedures of the 
Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and
the "Management Regulations" and "Instructions to Participants" of Cedel,
respectively, shall be applicable to such Global Security insofar as interests
therein are held by the Agent Members for Euroclear and Cedel. Account holders
or participants in Euroclear and Cedel shall have no rights under this Indenture
with respect to the Global Security, and the nominee of the U.S. Depositary may
be treated by the Issuer and the Trustee and any agent of the Issuer or the
Trustee as the owner of the Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the
Trustee or any agent of the Issuer or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the U.S.
Depositary or impair, as between the U.S. Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
holder of any security.

(c)      Each Security shall be dated the date of its
authentication and shall bear interest from the applicable date, and shall be
payable on the dates specified on the face of the form of Security attached as
Exhibit A hereto.

(d)      The Person in whose name any Security is 
registered at the close of business on the record date specified in the
Securities with respect to any Interest Payment Date shall be entitled to
receive the interest, if any, payable on such Interest Payment Date notwith-
standing any transfer or exchange of such 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,
in which case such defaulted interest shall be paid to the Persons in whose
names Outstanding Securities are registered at the close of business on a
subsequent special record date, to be established (together with the related
payment date) by the Issuer with the consent of the Trustee. Such special record
date shall not be more than 15 nor less than 10 Business Days prior to the
payment date. Not more than 15 days prior to the special record date, the Issuer
(or the Trustee, in the name of and at the expense of the Issuer) shall mail to
Holders a notice that states the special record date, the related payment date
and the amount of interest to be paid. Notice of the proposed payment of such
defaulted interest and the special record date therefor having been mailed as
aforesaid, such defaulted interest shall be paid to the Persons in whose names
the Securities are registered on such special record date.

(e)      The Securities shall be issuable in the 
denominations specified in the form of Security attached as Exhibit A hereto.

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Section 2.5       Global Securities.

(a)      Portions of a Global Security deposited with
the U.S. Depositary pursuant to Section 2.4 shall be transferred in certificated
form to the beneficial owners thereof only if such transfer complies with
Section 2.6 of this Indenture and (i) the U.S. Depositary notifies the Issuer
that it is unwilling or unable to continue as U.S. Depositary for such Global
Security or if at any time such U.S. Depositary ceases to be a "clearing agency"
registered under the Exchange Act and a successor depositary is not appointed by
the Issuer within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing with respect to the Securities and payment of
principal thereof and interest thereon has been accelerated.

(b)      Portions of any Global Security that are 
transferable to the beneficial owners thereof pursuant to this Section 2.5 shall
be surrendered by the U.S. Depositary to the Trustee at its New York office for
registration of transfer, in whole or from time to time in part, without charge
and the Trustee shall authenticate and deliver, upon such registration of
transfer of each portion of such Global Security, an equal aggregate principal
amount of Securities of authorized denominations. Any portion of a Global
Security whose registration is transferred pursuant to this Section 2.5 shall be
executed, authenticated and delivered only in the denominations specified in the
form of Security attached as Exhibit A hereto and registered in such names as
the U.S. Depositary shall direct.

(c)      Subject to the provisions of Section 2.4(b) 
above, the registered Holder of any Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

(d)      In the event of the occurrence of any of the
events specified in paragraph (a) of this Section 2.5, the Issuer shall promptly
make available to the Trustee a reasonable supply of certificated Securities in
definitive fully, registered form without interest coupons.

Section 2.6       Registration, Registration of Transfer and 
Exchange.

(a)      The Issuer shall keep at each office or 
agency to be maintained for the purpose as provided in Section 4.2 hereof a
register or registers (collectively referred to as the "Securities Register") in
which, subject to such reasonable regulations as it may prescribe, it will
register or cause to be registered, the transfer of Securities as provided in
this Article. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided. If at any time the Trustee shall not be serving as Security Registrar,
at all reasonable times such Securities Register shall be open for inspection by
the Trustee.

Upon due presentation for registration of transfer of
any Security at each such office or agency, the Issuer shall execute and the
Trustee shall authenticate and deliver in the 

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name of the transferee or transferees a new Security or Securities in authorized
denominations for a like aggregate principal amount.

Any Security or Securities may be exchanged for a 
Security or Securities in other authorized denominations, in an equal aggregate
principal amount. Securities to be exchanged shall be surrendered at each office
or agency to be maintained by the Issuer for the purpose as provided in Section
4.2 hereof, and the Issuer shall execute and the Trustee shall authenticate and
deliver in exchange therefor the Security or Securities which the Securityholder
making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.

All 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 its attorney duly authorized in writing.

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

All Securities issued upon any registration of 
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 registration of transfer or
exchange.

(b)      Notwithstanding any provision to the 
contrary herein, so long as a Global Security remains outstanding and is held by
or on behalf of the U.S. Depositary, transfers of a Global Security, in whole or
in part, shall only be made (x) in the case of transfers of portions of a Global
Security, to beneficial owners thereof in certificated form, in accordance with
Section 2.5, and (y) in all other cases, in accordance with this Section 2.6(b).

(c)      Successive registrations and registrations 
of transfers and exchanges as aforesaid may be made from time to time as
desired, and each such registration shall be noted on the Security Register. No
service charge shall be made for any registration of transfer or exchange of the
Securities, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith and any other
amounts required to be paid by the provisions of the Securities.

Section 2.7       Mutilated, Defaced, Destroyed, Lost and
Stolen Securities.

In case any temporary or definitive Security shall become
mutilated, defaced or be apparently destroyed, lost or stolen, the Issuer in its
discretion may execute, and upon the written

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request any officer of the Issuer, the Trustee shall authenticate and deliver a
new Security, bearing a number not contemporaneously outstanding, in exchange
and substitution for the mutilated or defaced Security, or in lieu of and
substitution for Security so apparently destroyed, lost or stolen. In every case
the applicant for a substitute Security 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 apparent destruction, loss or theft of such Security and of
the ownership thereof.

Upon the issuance of an substitute Security, 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) connected therewith. In case any Security
which has matured or is about to mature, or has been called for redemption in
full, shall become mutilated or defaced or be apparently destroyed, lost or
stolen. the Issuer may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), 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 from all risks, however remote, and, in every case of apparent
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 apparent destruction, loss or theft of such Security and of
the ownership thereof.

Every substitute Security issued pursuant to the provisions of
this Section by virtue of the fact that any Security is apparently destroyed,
lost or stolen shall constitute an additional contractual obligation of the
Issuer, whether or not the apparently destroyed, lost or stolen Security 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 duly
authenticated and delivered hereunder. All Securities 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 apparently destroyed, lost or stolen Securities 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 2.8       Cancellation of Securities:  Destruction
Thereof.

All Securities surrendered for payment, redemption,
registration of transfer or exchange, if surrendered to the Issuer or any agent
of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation
or, if surrendered to the Trustee, shall be canceled by it provided all
conditions regarding such cancellation have been met; and no Securities shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Indenture. The Trustee shall cancel and dispose of all Securities
surrendered for registration of transfer, exchange, payment or

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cancellation in accordance with the Trustee's policy of disposal. If the Issuer
shall acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for cancellation.

Section 2.9       Temporary Securities.

Pending the preparation of definitive Securities, the Issuer
may execute and the Trustee shall authenticate and deliver temporary Securities
(printed, lithographed, typewritten or otherwise reproduced, in each case in
form satisfactory to the Trustee). Temporary Securities shall be issuable as
registered Securities without coupons, of any authorized denomination, and
substantially in the form of the definitive Securities 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. Temporary
Securities may contain such reference 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 and thereupon temporary Securities may be surrendered in exchange
therefor without charge at each office or agency to be main tained by the Issuer
for the purpose pursuant to Section 4.2 hereof, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities a like
aggregate principal amount of definitive Securities of authorized denominations.
Until so exchanged the temporary Securities shall be entitled to the same
benefits under this Indenture as definitive Securities.

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ARTICLE III
TERMS OF ROARS

Section 3.1       Interest and Interest Payment Dates.

The ROARS shall bear interest at 8% per annum, for the period
from November 8, 1999 to but excluding the first Remarketing Date. The Company
shall pay interest on the ROARS semi-annually on May 1 and November 1 of each
year, commencing May 1, 2000. Interest shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

The ROARS shall accrue interest from the Fixed Rate
Remarketing Date, semi-annually on each day that is a six-month anniversary of
such date. Interest on the ROARS from the Fixed Rate Remarketing Date shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.
Interest on the ROARS accruing during the Floating Rate Reset Period shall be
payable on the next following Reference Rate Reset Date. Interest on the ROARS
during the Floating Rate Period shall be computed on the basis of the actual
number of days in such Floating Rate Period over a 360-day year.

Interest on the ROARS payable on any Interest Payment Date
shall be payable to the persons in whose name the ROARS are registered, on the
fifteenth calendar day (whether or not a Business Day) immediately preceding the
related Interest Payment Date. Interest payments on the ROARS shall be in the
amount of interest accrued from and including the next preceding Interest
Payment Date (or from and including November 8, 1999 if no interest has been
paid or duly provided with respect to the ROARS) to but excluding the relevant
Interest Payment Date, Remarketing Date or Stated Maturity Date, as the case may
be.

For this purpose, the following terms shall have the following
meanings:

"Fixed Rate Remarketing Date" means the first Remarketing
Date, assuming the Remarketing Dealer has elected to purchase the ROARS and the
Company has not elected to exercise its Floating Period Option, or one of the
subsequent Remarketing Dates in the event that the Company has elected to
terminate the Floating Rate Period.

"Remarketing Date(s)" means November 1, 2003 (the first
Remarketing Date), and February 1, 2004, May 1, 2004, August 1, 2004 if the
Company has elected to exercise its Floating Period Option.

Section 3.2 Remarketing and Determination of Interest Rate to
Maturity. The Remarketing Dealer's obligations set forth
herein shall be performed pursuant to the Remarketing
Agreement.

(a)      Mandatory Tender.

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If the Remarketing Dealer gives notice to the Company and the
Trustee no earlier than 15 Business Days prior to the first Remarketing Date and
not later than 4:00 p.m., New York City time, on the 10th Business Day prior to
the first Remarketing Date, of its intention to purchase the ROARS for
remarketing (the "Notification Date"), the ROARS shall be automatically
tendered, or deemed tendered, to the Remarketing Dealer for purchase on such
Remarketing Date, except in certain circumstances described in Section 3.3. If
the ROARS are tendered for remarketing, the Remarketing Dealer shall sell the
total aggregate principal amount of the ROARS at the Dollar Price, to the
Reference Corporate Dealer or the Reference Money Market Dealer, whichever is
applicable, providing the lowest Bid. If two or more of the applicable Reference
Dealers provide the lowest Bid, the Remarketing Dealer shall sell the ROARS to
such of those Reference Dealers as it determines in its sole discretion. If the
Remarketing Dealer elects to remarket the ROARS, the obligation of the
Remarketing Dealer to purchase the ROARS on the applicable Remarketing Date is
subject to the conditions set forth in the Remarketing Agreement. If for any
reason the Remarketing Dealer does not purchase all of the ROARS on the first
Remarketing Date, the Company shall be required to redeem the ROARS at a price
equal to the principal amount thereon, plus all accrued and unpaid interest, if
any, if such Remarketing Date is the first Remarketing Date, or at the Dollar
Price, plus accrued and unpaid interest, if any, on any such subsequent
Remarketing Date.

(b) Remarketing. The Interest Rate to Maturity shall be
established by the Remarketing Dealer in accordance with the following
procedures:

(i)      Interest Rate to Maturity.

Subject to the Remarketing Dealer's election to 
remarket the ROARS, by 3:30 p.m., New York City time, on the third Business Day
immediately preceding any Remarketing Date (a "Floating Rate Spread
Determination Date" or the "Fixed Rate Determination Date" depending on the
following election) the Remarketing Dealer shall determine the Floating Rate
Spread in the case that the Company has elected the Floating Period Option or
otherwise the Interest Rate to Maturity to the nearest one hundredth (0.01) of
one percent per annum unless the Company has chosen to redeem, or is required to
redeem, the ROARS. Each Floating Period Interest Rate will equal the sum of a
Reference Rate and a Floating Rate Spread. The Interest Rate to Maturity shall
be equal to the sum of 6.07% (the "Base Rate") and the Applicable Spread, which
will be based on the Dollar Price of the ROARS.

For this purpose, the following terms shall have the 
following meanings:

"Applicable Spread" shall be the lowest Bid, expressed as
a spread (in the form of a percentage or in basis points) above the Base Rate 
for the ROARS, obtained by the Remarketing Dealer at 3:30 p.m., New York City 
time, on the Fixed Rate Determination Date from the Bids quoted to the 
Remarketing Dealer by five Reference Corporate Dealers. A "Bid" will be an 
irrevocable offer to purchase the total aggregate outstanding principal amount 
of the ROARS at the Dollar Price, but assuming (i) an issue date that is the 
Fixed Rate Remarketing Date applicable to such ROARS, with settlement on such 
date without accrued interest, (ii) a

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maturity date that is the 10th anniversary of the Fixed Rate Remarketing Date
and (iii) a stated annual interest rate equal to the relevant Base Rate plus the
spread bid by the applicable Reference Corporate Dealer. If fewer than five
Reference Corporate Dealers submit Bids as set forth in this subsection (b)(i)
of Section 3.2, then the Applicable Spread shall be the lowest such Bid obtained
as set forth in this subsection (b)(i) of Section 3.2. The Interest Rate to
Maturity for the ROARS announced by the Remarketing Dealer, absent manifest
error, shall be binding and conclusive upon the holders of beneficial interests
in the ROARS (the "Beneficial Owners"), the Company and the Trustee.

"Comparable Treasury Issues" for the ROARS means the U.S.
Treasury security or securities selected by the Remarketing Dealer, as of the
first Remarketing Date, as having an actual or interpolated maturity or
maturities comparable to the remaining term of the ROARS being purchased by the
Remarketing Dealer.

"Comparable Treasury Price" means, with respect to the first
Remarketing Date, (i) the offer prices for the Comparable Treasury Issues
(expressed in each case as a percentage of its principal amount) at 12:00 noon,
New York City time, on the first Determination Date, as set forth on "Telerate
Page 500" (or such other page as may replace "Telerate Page 500"), or (ii) if
such page (or any successor page) is not displayed or does not contain such
offer prices on such Determination Date, (A) the average of the Reference
Treasury Dealer Quotations for such Remarketing Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Remarketing Dealer obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.
"Telerate Page 500" means the display designated as "Telerate Page 500" on Dow
Jones Markets (or such other page as may replace Telerate Page 500 on such
service) or such other service displaying the offer prices specified in clause
(i) above as may replace Dow Jones Markets. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and the first
Remarketing Date, the offer prices for the Comparable Treasury Issues (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Remarketing Dealer by such Reference Treasury Dealer by 3:30 p.m., New York City
time, on the first Determination Date.

"Dollar Price" means, with respect to the ROARS, the present
value, as of the first Remarketing Date, of the Remaining Scheduled Payments for
such ROARS discounted to such Remarketing Date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate.

"Fixed Rate Determination Date" means the third Business Day 
prior to the Fixed Rate Remarketing Date.

"Interest Rate to Maturity" means the sum of the Base Rate and
the Applicable Spread.

"Reference Corporate Dealer" means a leading dealer of
publicly traded debt securities, including debt securities of the Company, which
shall be selected by the Company. The 

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Company shall advise the Remarketing Dealer of its selection of Reference
Corporate Dealers no later than five Business Days prior to the Fixed Rate
Remarketing Date. One of such Reference Corporate Dealers selected by the
Company shall be Credit Suisse Financial Products if it is then the Remarketing
Dealer.

"Reference Treasury Dealer" means five dealers to be selected
by the Company, and their respective successors; provided that if any of the
foregoing or their affiliates ceases to be a primary U.S. Government securities
dealer (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer. One of such Reference Treasury Dealers selected
by the Company shall be Credit Suisse Financial Products if it is then the
Remarketing Dealer.

"Remaining Scheduled Payments" means, with respect to the
ROARS, the remaining scheduled payments of the principal thereof and interest
thereon, calculated at the Base Rate applicable to such ROARS, that would be due
after the first Remarketing Date to and including the Stated Maturity Date;
provided that if such Remarketing Date is not an Interest Payment Date with
respect to such ROARS, the amount of the next succeeding scheduled interest
payment thereon, calculated at the Base Rate, will be reduced by the amount of
interest accrued thereon, calculated at such Base Rate only, to the first
Remarketing Date.

"Treasury Rate" for the ROARS means, with respect to the first
Remarketing Date, the rate per annum equal to the semi-annual equivalent yield
to maturity or interpolated (on a day count basis) yield to maturity of the
Comparable Treasury Issues, assuming a price for the Comparable Treasury Issues
(expressed as a percentage of their principal amounts) equal to the Comparable
Treasury Price for such Remarketing Date.

(ii)     Floating Rate Period.

Subject to the Remarketing Dealer's election to 
purchase the ROARS, but prior to the fourth Business Day prior to the first
Remarketing Date (the "Floating Period Notification Date"), the Company may
elect to exercise its Floating Period Option. Under these circumstances, the
ROARS shall be remarketed at a floating rate for a period of one year, or until
such date (the "Floating Period Termination Date") which is the Remarketing Date
following the date on which the Company elects to terminate such Floating Rate
Period (the "Floating Rate Period Termination Notification Date"), whichever is
sooner.

The amount of the interest for each day that the 
ROARS are outstanding during the Floating Rate Period will be calculated by
dividing the Floating Rate Interest Rate in effect for such day by 360 and
multiplying the result by the Dollar Price. The amount of interest to be paid
for any Floating Rate Reset Period will be calculated by adding the daily
interest amounts for each day in the Floating Rate Reset Period.

For this purpose the following terms shall have the following
meanings:

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"Floating Period Interest Rate" means the sum of the Reference
Rate and the Floating Rate Spread.

"Floating Period Option" means the Company's right, on any
date subsequent to the Remarketing Dealer's election to purchase the ROARS but
prior to the fourth Business Day prior to the first Remarketing Date, to require
the Remarketing Dealer to remarket the ROARS at the Floating Period Interest
Rate.

"Floating Rate Period" means the period from (and including)
the first Floating Rate Remarketing Date to (but excluding) the Fixed Rate
Remarketing Date.

"Floating Rate Remarketing Date(s)" means the following
date(s) within the Floating Rate Period, selected by the Company from the
following alternatives, assuming the Floating Period Option has been selected:

1.     Each of the four successive quarterly dates: November
1, 2003; February 1, 2004; May 1, 2004; and August 1,
2004.

2.     Each of the two successive semi-annual dates:
November 1, 2003 and May 1, 2004.

3.     November 1, 2003.

"Floating Rate Reset Period" means the period from (and
including) the first Reference Rate Reset Date to (but excluding) the next
following Reference Rate Reset Date and thereafter the period from (and
including) a Reference Rate Reset Date to (but excluding) the next following
Reference Rate Reset Date; provided that the final Floating Rate Reset Period
shall run to (but exclude) the Floating Period Termination Date.

"Floating Rate Spread" shall be the lowest Bid expressed as a
spread (in the form of a percentage or in basis points) above the Reference Rate
for the ROARS, obtained by the Remarketing Dealer at 3:30 p.m., New York City
time, on the third Business Day prior to each Floating Rate Remarketing Date,
from the Bids quoted to the Remarketing Dealer by five Reference Money Market
Dealers. A Bid will be an irrevocable offer to purchase the total aggregate
outstanding principal amount of the ROARS at the Dollar Price, but assuming (i)
an issue date that is such a Floating Rate Remarketing Date, applicable to such
ROARS, with settlement on such date without accrued interest, (ii) a maturity
date equal to the immediately following Floating Rate Remarketing Date, or the
Floating Period Termination Date, as the case may be, (iii) a stated annual
interest rate equal to the Reference Rate plus the Floating Rate Spread by the
applicable Reference Money Market Dealer, (iv) that the ROARS are callable by
the Remarketing Dealer, at the Dollar Price, on any Floating Rate Remarketing
Date after the first Remarketing Date and (v) that the ROARS will be repurchased
by the Company at the Dollar Price on the Business Day that is immediately
following the Floating Rate Reset Period, or on the Floating Period Termination
Date, as the case may be, if not previously called by the Remarketing

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Dealer. If fewer than five Reference Money Market Dealers submit Bids , as set
forth in this subsection (b)(ii) of Section 3.2 then the Floating Rate Spread
shall be the lowest such Bid obtained as set forth in this subsection (b)(ii) of
Section 3.2. The Floating Period Interest Rate for the ROARS announced by the
Remarketing Dealer, absent manifest error, shall be binding and conclusive upon
the holders of beneficial interests in such ROARS (the "Benefi cial Owners"),
the Company and the Trustee.

"Floating Rate Spread Determination Date" means the third 
Business Day prior to each Floating Rate Remarketing Date.

"Reference Money Market Dealer" means a leading dealer of
publicly traded debt securities, including debt securities of the Company, which
shall be selected by the Company, who are also leading dealers in money market
instruments. The Company shall advise the Remarketing Dealer of its selection of
Reference Money Market Dealers no later than five Business Days prior to each
Floating Rate Remarketing Date. One of such Reference Money Market Dealers
selected by the Company shall be Credit Suisse Financial Products if it is then
the Remarketing Dealer.

"Reference Rate" means the rate for each Floating Rate Reset
Period which shall be the rate for deposits in U.S. Dollars for a period of
three months which appears on the Telerate Page 3750 (or any successor page) as
of 11:00 a.m., London time, on the applicable Reference Rate Determination Date.
If no rate appears on Telerate Page 3750 on the Reference Rate Determination
Date, the Remarketing Dealer will request the principal London offices of four
major reference banks in the London Inter-Bank Market, to provide it with its
offered quotation for deposits in U.S. dollars for the period of three months,
commencing on the first day of the Floating Rate Reset Period, to prime banks in
the London Inter-Bank Market at approximately 11:00 a.m., London time, on that
Reference Rate Determination Date and in a principal amount that is
representative for a single transaction in U.S. Dollars in that market at that
time. If at least two quotations are provided, then the Reference Rate will be
the average of those quotations. If fewer than two quotations are provided, then
the Reference Rate will be the average (rounded, if necessary, to the nearest
one hundredth of a percent) of the rates quoted at approximately 11:00 a.m., New
York City time, on the Reference Rate Determination Date by three major banks in
New York City selected by the Remarketing Dealer for loans in U.S. Dollars to
leading European banks, having a three-month maturity and in a principal amount
that is representative for a single transaction in U.S. dollars in that market
at that time. If the banks selected by the Remarketing Dealer are not providing
quotations in the manner described by this paragraph, the rate for the Floating
Rate Reset Period following the Reference Rate Determination Date will be the
rate in effect on that Reference Rate Determination Date.

"Reference Rate Determination Date" shall be the second day
preceding each Reference Rate Reset Date. In the event the Reference Rate
Determination Date falls on a non-Business Day in London, the interest rate
shall reset on the following Business Day unless such Business Day would move
the Reference Rate Determination Date into the next calendar month, in which
case it shall be the immediately preceding Business Day.

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"Reference Rate Reset Date" means November 1, 2003; February
1, 2004; May 1, 2004; and August 1, 2004.

(iii)    Notification of Results; Settlement.

Subject to the Remarketing Dealer's election to 
remarket the ROARS and to the Company's election not to exercise its Floating
Period Option, as set forth in subsection (b)(ii) of this Section 3.2, the
Remarketing Dealer shall notify the Company, the Trustee and the U.S. Depository
by telephone, confirmed in writing (which may include facsimile or other
electronic transmission), by 4:00 p.m., New York City time, on the Fixed Rate
Determination Date of the Interest Rate to Maturity of the ROARS effective from
and including the Fixed Rate Remarketing Date.

Section 3.3       Redemption.

(a)      Mandatory Redemption.

The Company shall be required to repurchase the ROARS in whole
on the first Remarketing Date at a price equal to 100% of the aggregate
principal amount of the ROARS or at the Dollar Price on any subsequent
Remarketing Date, plus all accrued and unpaid interest, if any, in the event
that (i) the Remarketing Dealer for any reason does not notify the Company of
the Floating Period Interest Rate or of the Interest Rate to Maturity by 4:00
p.m., New York City time, on the applicable Determination Date, (ii) prior to
any Remarketing Date, the Remarketing Dealer resigns and no successor has been
appointed on or before such Determination Date, (iii) at any time after the
Remarketing Dealer elects on the Notification Date to remarket such ROARS, the
Remarketing Dealer elects to terminate the Remarketing Agreement in accordance
with its terms, (iv) the Remarketing Dealer for any reason does not elect by
notice to the Company and the Trustee not later than such Notification Date to
purchase such ROARS for remarketing on such Remarketing Date, (v) the
Remarketing Dealer for any reason does not deliver the purchase price of such
ROARS to the Trustee on the Business Day immediately preceding such Remarketing
Date or does not purchase all tendered ROARS on such Remarketing Date, or (vi)
the Company for any reason fails to redeem the ROARS from the Remarketing Dealer
following the Company's election to effect such redemption as set forth in
subsection (b) of this Section 3.3 below.

(b)      Optional Redemption.

If the Remarketing Dealer elects to remarket the ROARS, the
Company shall notify the Remarketing Dealer and the Trustee, not later than the
Business Day immediately preceding any Determination Date, if the Company
irrevocably elects to exercise its right to redeem the ROARS, in whole, from the
Remarketing Dealer on the Remarketing Date immediately following such
Determination Date. If the Company so elects to redeem the ROARS, the Company
shall redeem the ROARS in whole on the first Remarketing Date or on any
subsequent Remarketing Date at the Dollar Price plus accrued and unpaid
interest, if any.

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ARTICLE IV
COVENANTS OF THE ISSUER AND THE TRUSTEE

Section 4.1       Payment of Principal and Interest.

The Issuer covenants and agrees that it will duly and
punctually pay or cause to be paid the principal and Change of Control purchase
price of, and premium, if any, and interest on, each of the Securities at the
place or places, at the respective times and in the manner provided in the
Securities. Payment of principal and the Change of Control purchase price of,
and premium and interest on the Securities shall be paid by mailing a check to
or upon the written order of the registered Holders of Securities entitled
thereto at their last address as it appears on the Securities Register or, upon
written application to the Trustee by a Holder of $1,000,000 or more in
aggregate principal amount of Securities, by wire transfer of immediately
available funds to an account maintained by such Holder with a bank or other
financial institution; provided, however, that (subject to the provisions of
Section 2.7 hereof) payment of principal and the Change of Control Price of, and
premium, if any, on, any Security may be conditioned upon presentation for
payment of the certificate representing such Security.

Section 4.2       Offices for Payments, etc.

So long as any of the Securities remain Outstanding, the
Issuer shall maintain in the Borough of Manhattan, The City of New York, the
following: (a) an office or agency where the Securities may be presented for
payment, (b) an office or agency where the Securities may be presented for
registration of transfer and for exchange as in this Indenture provided and (c)
an office or agency where notices and demands to or upon the Issuer in respect
of the Securities or of this Indenture may be served. The Issuer shall give to
the Trustee written notice of the location of any such office or agency and of
any change of location thereof. The Issuer hereby initially designates the
Trustee's New York office as such office or agency. In case the Issuer shall
fail to maintain any such office or agency or shall fail to give such notice of
the location or of any change in the location thereof, presentations and demands
may be made and notices may be served at the Corporate Trust Office.

Section 4.3       Appointment to Fill Vacancy in Office of 
Trustee.

The Issuer, whenever necessary to avoid or fill a vacancy in
the office of Trustee, shall appoint, in the manner provided in Section 6.9
hereof, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 4.4       Paying Agents.

The Trustee shall be the principal paying agent for the
Securities. Whenever the Issuer shall appoint a paying agent other than the
Trustee, it shall cause such paying agent to

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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 or Change of Control purchase
price of, or premium or interest on, the Securities (whether such sums have been
paid to it by the Issuer or by any other obligor on the Securities) in trust for
the benefit of the Holders of the Securities 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) to make any
payment of the principal or Change of Control purchase price of, or premium or
interest on, the Securities when the same shall be due and payable and

(c)       pay any such sums so held in trust by it to 
the Trustee upon the Trustee's written request at any time during the
continuance of the failure referred to in clause (b) above.

If the Trustee is not the Registrar, the Issuer 
shall, prior to each due date of the principal or Change of Control purchase
price of, and premium, if any, or interest on the Securities, deposit with the
paying agent a sum sufficient to pay such principal, Change of Control purchase
price, premium or interest, and (unless such paying agent is the Trustee) the
Issuer shall promptly notify the Trustee of any failure to take such action.

Anything in this Section 4.4 to the contrary 
notwithstanding, the Issuer may at any time, for the purpose of obtaining
satisfaction and discharge of this Indenture or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by any paying agent
hereunder, as required by this Section 4.4, 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
4.4 is subject to the provisions of Section 10.3 and Section 10.1 hereof.

Section 4.5       Certificate to Trustee.

Issuer shall furnish to the Trustee on or before March 31 in
each year (beginning with March 1, 2000) a brief certificate from the principal
executive, financial or accounting officer of this Issuer as to his or her
knowledge of the Issuer's compliance with all covenants under this Indenture
(such compliance to be determined without regard to any period of grace or
requirement of notice provided under this Indenture).

Section 4.6       Securityholder's Lists.

The Issuer shall 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 Securities (a) semiannually not more than 15
days after each record date for the payment of semi-annual

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interest on the Securities, as specified in the form of Security attached as
Exhibit A hereto, as of such record date and (b) at other times as the Trustee
may request in writing, within thirty 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.

Section 4.7       Reports by the Issuer.

The Issuer shall file with the Trustee and provide
Securityholders, within 15 days after it files them with the Commission, copies
of its annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may by rules
and regulations prescribe) that the Issuer is required to file with the
Commission pursuant to Section 13 or 15(d) of Exchange Act.

Section 4.8       Limitation on Liens.

So long as any of the Securities are Outstanding, the Issuer
shall not pledge, mortgage or hypothecate, or permit to exist, any mortgage,
pledge or other lien upon any property at any time directly owned by the Issuer
to secure any indebtedness for money borrowed that is incurred, issued, assumed
or guaranteed by the Issuer ("Indebtedness"), without making effective
provisions whereby the Securities shall be equally and ratably secured with any
and all such Indebtedness and with any other Indebtedness similarly entitled to
be equally and ratably secured; provided, however, that this restriction shall
not apply to or prevent the creation or existence of (i) liens existing at the
Original Issuance Date of the Securities, (ii) purchase money liens that do not
exceed the cost or value of the purchased property, (iii) other liens not to
exceed 10% of Consolidated Net Tangible Assets, and (iv) liens granted in
connection with extending, renewing, replacing or refinancing, in whole or in
part, the Indebtedness (including, without limitation, increasing the principal
amount of such Indebtedness) secured by liens described in the foregoing clauses
(i) through (iii).

In the event that the Issuer shall propose to pledge, mortgage
or hypothecate any property at any time directly owned by it to secure any
Indebtedness, other than as permitted by clauses (i) through (iv) of the
previous paragraph, the Issuer shall (prior thereto) give written notice thereof
to the Trustee, who shall give notice to the Holders, and the Issuer shall,
prior to or simultaneously with such pledge, mortgage or hypothecation,
effectively secure all the Securities equally and ratably with such
Indebtedness.

Section 4.9       Repurchase of Securities Upon a Change of 
Control.

(a)      Upon a Change of Control, each Holder of the
Securities shall have the right to require that the Issuer repurchase such
Holder's Securities at a repurchase price in cash equal to 101% of the principal
amount thereof plus accrued interest, if any, to the date of repurchase, in
accordance with the terms set forth in subsection (b) below.

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(b)      Within 30 days following any Change of 
Control, the Issuer shall mail a notice to each Holder (with a copy to the
Trustee) stating:

(1)   that a Change of Control has occurred 
and that such Holder has the right to require the Issuer to repurchase such
Holder's Securities at a repurchase price in cash equal to 101% of the principal
amount thereof plus accrued interest, if any, to the date of repurchase (the
"Change of Control Offer");

(2)   the circumstances and relevant facts 
regarding such Change of Control (including information with respect to pro
forma historical income, cash flow and capitalization of the Issuer after giving
effect to such Change of Control);

(3)   the repurchase date (which shall be a 
Business Day and be not earlier than 30 days or later than 60 days from the date
such notice is mailed) (the "Repur chase Date");

(4)   that any Security not tendered for 
purchase will continue to accrue interest;

(5)   that interest on any Security accepted
for payment pursuant to the Change of Control Offer shall cease to accrue after
the repurchase of such Security on the Repurchase Date;

(6)   that Holders electing to have a 
Security purchased pursuant to a Change of Control Offer will be required to
surrender the Security, with the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Security completed, to the paying agent at the
address specified in the notice prior to the close of business on the Business
Day prior to the Repurchase Date;

(7)   that Holders will be entitled to 
withdraw their election if the paying agent receives, not later than the close
of business on the third Business Day (or such shorter periods as may be
required by applicable law) preceding the Repurchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Securities the Holder delivered for purchase, and a
statement that such Holder is withdrawing its election to have such Securities
purchased; and

(8) that Holders that elect to have their
Securities purchased only in part will be issued new Securities in a principal
amount equal to then unpurchased portion of the Securities surrendered.

(c)      Notwithstanding the foregoing, for so long 
as the Securities are in the form of Global Securities, the Issuer shall deliver
to the U.S. Depositary within the time periods specified above, for
retransmittal to its Agent Members, a notice substantially to the effect
specified in clauses (1) through (5) and (7) above, which notice shall also
specify the required

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procedures (furnished by the U.S. Depositary) for holders of interests in the
Global Securities to tender and receive payment of the purchase price for such
interests (including the U.S. Depositary's "Repayment Option Procedures," to the
extent applicable), all in accordance with the U.S. Depositary's rules,
regulations and practices.

(d)      On the Repurchase Date, the Issuer shall 
(i) accept for payment Securities or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Trustee money sufficient without
reinvestment to pay the purchase price of all Securities or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee Securities so
accepted together with an Officers' Certificate identifying the Securities or
portions thereof tendered to the Issuer. The Trustee shall promptly mail to the
Holders of the Securities so accepted payment in an amount equal to the purchase
price, and promptly authenticate and mail to such Holders a new Security in a
principal amount equal to any unpurchased portion of the Security surrendered.
The Issuer will publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Repurchase Date.

(e)      The Issuer shall comply with Rule 14e-1 
under the Exchange Act and any other applicable laws and regulations in the 
event that a Change of Control occurs and the Issuer is required to make a 
Change of Control Offer.

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

Section 5.1       Event of Default Defined; Acceleration of 
Maturity; Waiver of Default.

In case of one or more of the following Events of Default
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing, that
is to say:

(a)      default in the payment of all or any part 
of the principal or Change of Control purchase price of, or premium, if any, on,
any of the Securities as and when the same shall become due and payable either
at maturity, upon any redemption or required repurchase, by declaration of
acceleration or otherwise;

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(b)      default in the payment of any installment of
interest upon any of the Securities as and when the same shall become due and
payable, and continuance of such default for a period of 30 days;

(c)      an event of default, as defined in any 
instrument of the Issuer under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Issuer that has resulted in the
acceleration of such Indebtedness, or any default occurring in payment of any
such Indebtedness at final maturity (and after the expiration of any applicable
grace periods), other than such Indebtedness (i) which is payable solely out of
the property or assets of a partnership, joint venture or similar entity of
which the Issuer is a participant, or which is secured by a lien on the property
or assets owned or held by such entity, without further recourse to or liability
of the Issuer, or (ii) the principal of, and interest on, which, when added to
the principal of and interest on all other such Indebtedness (exclusive of
Indebtedness under clause (i) above), does not exceed $20,000,000; or

(d)      failure on the part of the Issuer duly to 
observe or perform any other of the covenants or agreements on the part of the
Issuer in the Securities or in this Indenture and such failure continues for a
period of 30 days after the date on which written notice specifying such
failure, stating that such notice is a "Notice of Default" hereunder and
demanding that the Issuer remedy the same, shall have been given by registered
or certified mail, return receipt requested, 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 Securities at the time Outstanding; or

(e)      one or more final judgments, decrees or 
orders of any court, tribunal, arbitrator, administrative or other governmental
body or similar entity for the payment of money shall be rendered against the
Issuer or any of its properties in an aggregate amount in excess of $20,000,000
(excluding the amount thereof covered by insurance) and such judgment, decree or
order shall remain unvacated, undischarged and unstayed for more than 90
consecutive days, except while being contested in good faith by appropriate
proceedings; or

(f)      a court having jurisdiction in the premises 
shall enter a decree or order for relief in respect of the Issuer in an
involuntary case or proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect, or a decree or
order 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 any applicable federal or state law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Issuer or for any substantial part of its property or
ordering the winding up or liquidation of its affairs, shall have been entered,
and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

(g)      the Issuer shall commence a voluntary case 
or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or

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consent to the entry of a decree or order for relief in an involuntary case or
proceeding under any such law, or to the commencement of any bankruptcy or
insolvency case or proceeding against the Issuer, or the filing by the Issuer of
a petition or answer or consent seeking reorganization or relief under any such
applicable federal or state law, or the consent by the Issuer to the filing of
such petition or to the appointment of or the taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Issuer or of any substantial part of its property, or the making by the
Issuer of an assignment for the benefit of creditors, or the taking of action by
the Issuer in furtherance of any such action; then and in each and every such
case (other than an Event of Default with respect to the Issuer specified in
5.1(f) or 5.1(g) hereof), unless the principal of all of 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 the Securities then Outstanding
hereunder, by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal of all the Securities and the
interest accrued thereon to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. This provision,
however, is subject to the condition that if, at any time after the principal of
the Securities 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 and the principal or Change of Control purchase price and
premium, if any, of any and all Securities that shall have become due otherwise
than by acceleration (with interest upon such principal and Change of Control
purchase price and premium, if any, and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest, at the rate of interest specified in the Securities, 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, attorneys and counsel, and all other reasonable expenses and
liabilities incurred and all reasonable 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 that 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 the Securities then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults (except, unless theretofore cured, a default in payment of principal
of, or Change of Control purchase price or premium, if any, or interest on, the
Securities) and rescind and annul such declaration and its consequences, but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

If an Event of Default specified in Section 5.1(f) 
or 5.1(g) hereof occurs with respect to the Issuer, the principal of and accrued
interest on the Security shall become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Securityholder.

Section 5.2       Collection of Indebtedness by Trustee; 
Trustee May Prove Debt.

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The Issuer covenants that (a) in case default shall be made in
the payment of any installment of interest on any of the Securities 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 or Change of Control purchase price
of, or premium, if any, on, any of the Securities when the same shall have
become due and payable, whether upon maturity or upon any redemption or by
declaration or acceleration or otherwise, then upon demand of the Trustee, the
Issuer shall pay to the Trustee for the benefit of the Holders of the Securities
the whole amount that then shall have become due and payable on all such
Securities of principal. Change of Control purchase price, premium or interest,
as the case may be (with interest to the date of such payment upon the overdue
principal, Change of Control purchase price or premium and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the rate of interest specified in the Securities);
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 reasonable expenses and liabilities incurred, and all
reasonable 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 and Change of Control purchase price of and premium and interest
on the Securities to the registered Holders, whether or not the Securities 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 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, custodian, 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 or whether the Trustee
shall have made any demand pursuant to the provisions of this Section 5.2, 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, Change of Control purchase price, premium and
interest owing and unpaid in respect of 

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the Securities, and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all
reasonable expenses and liabilities incurred, and all reasonable 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 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 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, attorneys and
counsel, and all other reasonable expenses and liabilities incurred, and all
reasonable 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 Securityholders any plan or reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any 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, may be enforced by the Trustee
without the possession of any of the Securities or the production thereof at 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 and attorneys, shall be for the ratable
benefit of the Holders of the Securities.

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, and it shall not be necessary to make any
Holders of the Securities parties to any such proceedings.

Section 5.3       Application of Proceeds.

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Any moneys collected by the Trustee pursuant to this Article
shall be applied in the following order at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of principal
or interest, upon presentation of the several Securities and stamping (or
otherwise noting) thereon the payment, or issuing Securities in reduced
principal amounts in exchange for the presented Securities if only partially
paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses, including
reasonable compensation to the Trustee and each predecessor Trustee and their
respective agents and attorneys and of all reasonable expenses and liabilities
incurred, and all reasonable advances made, by the Trustee and each predecessor
Trustee except as a result of negligence or bad faith and all other amounts due
under Section 6.6 hereof;

SECOND: In case the principal and the Change of Control
purchase price and premium, if any, of the Securities shall not have become and
be then due and payable, to the payment of interest 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 rate of interest specified in the Securities,
such payments to be made ratably to the persons entitled thereto, without
discrimination or preference;

THIRD: In case the principal or the Change of Control purchase
price of the Securities 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
for principal, Change of Control purchase price, premium, and interest, with
interest upon the overdue principal, Change of Control purchase price, premium,
if any, and (to the extent that such interest has been collected by the Trustee)
upon overdue installments of interest at the rate of interest specified in the
Securities, and in case such moneys shall be insufficient to pay in full the
whole amount so due and unpaid upon the Securities, then to the payment of such
principal, Change of Control purchase price, premium and interest, without
preference or priority of principal, Change of Control purchase price or premium
over interest, or of interest over principal or Change of Control purchase price
or premium, or of any installment of interest over any other installment of
interest, or of any Security over any other Security, ratably to the aggregate
of such principal and accrued and unpaid interest; and

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

The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 5.3.

Section 5.4       Suits for Enforcement.

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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.

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 of Suits by Securityholders.

No Holder of any Security 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 then Outstanding 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 30 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceedings and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.8 hereof; it being understood and intended, and
being expressly covenanted by the taker and Holder of every Security with every
other taker and Holder and the Trustee, that no one or more Holders of
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 Holder of Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any fight under this
indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities. For the protection and enforcement
of the provisions of this Section 5.6 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       Powers and Remedies Cumulative, Delay or 
Omission Not Waiver of Default.

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Except as provided in Section 2.7 hereof, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders 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 any of the
Securities to exercise as aforesaid any such 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 hereof, every power and
remedy given by this Indenture or by law to the Trustee or to the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.

Section 5.8 Control by Securityholders.

The Holders of a majority in aggregate principal amount of the
Securities 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 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 hereof) 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 forbearances specified in or pursuant to such
direction shall be unduly prejudicial to the interests of Holders of the
Securities not joining in the giving of said direction, it being understood that
(subject to Section 6.1 hereof) the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders.

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 by Securityholders.

Section 5.9 Waiver of Past Defaults.

Prior to the declaration of the maturity of the Securities as provided
in Section 5.1 hereof, the Holders of a majority in aggregate principal amount
of the Securities at the time Outstanding may on behalf of the Holders of all
the Securities waive any past default or Event of Default hereunder and its
consequences, except a default (a) in the payment of principal or

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Change of Control purchase price of, premium, if any, or interest on any of the
Securities or (b) in respect of a covenant or provision hereof that 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 the
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 5.10 Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture (including,
without limitation, Section 5.6 hereof), the right of any Holder to receive, and
to institute suit to enforce, payment of the principal and Change of Control
purchase price of, and premium, if any, and interest on the Securities on or
after the respective due dates expressed in such Securities (including upon
redemption and acceleration of the maturity of the principal of and premium, if
any, and interest on the Securities), shall not be affected or impaired, and
shall be absolute and unconditional.

ARTICLE VI
CONCERNING THE TRUSTEE

Section 6.1 Duties and Responsibilities of the Trustee; During
Default; Prior to Default.

The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default that may have occurred,
undertakes to perform only such duties as are specifically set forth in this
Indenture. In case an Event of Default has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent 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 willful miscon duct, except that

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(a)   prior to the occurrence of an Event of Default and 
after the curing or waiving of all such Events of Default that may have 
occurred:

(i) the duties and obligations of the Trustee 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 of not less than a majority in principal amount of the 
Securities at the time Outstanding 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, if there shall be reasonable ground for 
believing that the repayment of such funds or adequate indemnity against such 
liability is not reasonably assured to it.

Section 6.2       Certain Rights of the Trustee.

Subject to Section 6.1 hereof:

(a)   the Trustee may rely and shall be protected in acting 
or refraining from acting upon any resolution, Officers' Certificate or any 
other certificate (including, without limitation, any certificate provided to 
the Trustee pursuant to Section 4.5 hereof), statement, instrument, opinion, 
report, notice, request, consent, order, bond, debenture, note, coupon, security
or other paper document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

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(b) 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;

(c) the Trustee may consult with counsel and any advice or 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 accordance with such advice or Opinion of Counsel;

(d) 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
that might be incurred therein or thereby;

(e) 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;

(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security, or other paper or document unless requested
in writing to do so by the Holders of not less than a majority in aggregate
principal amount of the Securities 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 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 examination shall be paid by the Issuer, or by
the Trustee or any predecessor Trustee and repaid by the Issuer upon demand; and

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

Section 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof.

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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. The Trustee shall not be accountable for
the use or application by the Issuer or any of the Securities or of the proceeds
thereof.

Section 6.4 Trustee and Agents May Hold Securities; 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
with the same rights it would have if it were not the Trustee or such agent and
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, except as the
Issuer and the Trustee otherwise may agree.

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 as shall be agreed upon between the Issuer and the Trustee in writing from
time to time, and the Trustee shall be entitled to reasonable compensation
(which shall not be limited by any provision of law relating 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 expenses and disbursements of its counsel and of all
agents and other persons not regularly in its employ), except to the extent any
such expense, disbursement or advance may arise from the Trustee's negligence or
bad faith. The Issuer also covenants to indemnify the Trustee and each predeces
sor Trustee for, and to hold it harmless against, any and all loss, liability,
damage, claims or expense arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder and the performance of its duties hereunder, including the costs and
expenses of defending and investigating any claim of liability in the premises,
except to the extent any such loss, liability or expense is due to its own
negligence or bad faith. The obligations of the Issuer under this Section 6.6 to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for 

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expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture.

Section 6.7 Right of Trustee to Rely on Officers' Certificate, etc.

Subject to Section 6.1 and Section 6.2 hereof, 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 delivered to the Trustee.

Section 6.8 Persons Eligible for Appointment as Trustee.

The Trustee hereunder shall at all times be a corporation organized
and doing business under the laws of the United States or of a state thereof,
having a combined capital and surplus of at least $500,000,000, and which is
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of a federal, state or District of Columbia supervising or
examining authority, then for the purposes of this Section 6.8, 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. No obligor on the Securities or Person directly or indirectly
controlling, controlled by or under common control with such obligor shall serve
as Trustee.

Section 6.9 Resignation and Removal; Appointment of Successor
Trustee.

(a)   The Trustee may at any time resign by giving written notice
of resignation to the Issuer and by mailing notice thereof by first-class mail
to Holders of Securities at their last addresses as they shall appear on the
Securities Register. Upon receiving such notice of resignation, the Issuer shall
promptly appoint a successor trustee 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. If no such successor trustee shall have been so appointed 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 for at least six
months may, 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 deemed 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 310(b) of the Trustee Indenture Act, after written request
thereafter by the

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Issuer or by any Securityholder who has been a bona fide Holder of a
Security or Securities for at least six months;

(ii) the Trustee shall cease to be eligible in accordance
with the provisions of Section 6.8 hereof and shall fail to resign
after written request therefor by the Issuer or by any such
Securityholder; or

(iii) the Trustee shall become incapable of acting, or shall
be adjudged a 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, conserva tion or
liquidation;

then, in any such case, the Issuer may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Issuer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy of which shall be delivered to
the successor trustee, or, any Securityholder who has been a bona fide Holder of
a Security or Securities 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. 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 aggregated principal amount of
the Securities at the time Outstanding may at any time remove the Trustee and
appoint a successor trustee 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 hereof of the action in that regard taken by the Securityholders.

(d) Any resignation or removal of the Trustee and any appointment
of a successor trustee pursuant to any of the provisions of this Section 6.9 
shall become effective only upon acceptance of appointment by the successor 
trustee as provided in Section 6.10 hereof.

Section 6.10 Acceptance of Appointment by Successor Trustee.

Any successor trustee appointed as provided in Section 6.9 hereof
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 shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as trustee herein; 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
hereof, pay over 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 such rights, powers, duties and obligations. Upon request
of any such successor trustee, the

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Issuer shall execute appropriate instruments in writing for more fully and
certainly vesting in and confirming to such successor 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 hereof.

Upon acceptance of appointment by a successor trustee as provided in
this Section 6.10, the Issuer shall mail notice thereof by first-class mail to
the Holders of Securities at their last addresses as they shall appear in the
Securities Register. If the acceptance of appoint ment 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 6.9 hereof. If
the Issuer fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Issuer.

Notwithstanding replacement of the Trustee pursuant to this Section
6.10, the Issuer's obligations under Section 6.6 hereof shall continue for the
benefit of the retiring Trustee.

Section 6.11 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 the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 6.8 hereof, 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 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
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 such cases such certificate shall have the full
force which it is anywhere in the Securities or in this Indenture provided that
the certificate of the Trustee shall have; provided, that the fight to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

ARTICLE VII
CONCERNING THE SECURITYHOLDERS

Section 7.1 Evidence of Action Taken by Securityholders.

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Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by
Securityholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such 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 Section 6.1 and Section 6.2 hereof) 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 Record Date.

Subject to Section 6.1 and Section 6.2 hereof, the execution of any
instrument by a Securityholder or his agent or proxy may be provided in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be provided by the Securities Register or by a
certificate of the Security Registrar thereof. The Issuer may set a record date
for purposes of determining the identity of Holders of Securities entitled to
vote or consent to any action referred to in Section 7.1 hereof, 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 resolicitation) not more
than 60 days nor less than five days prior to the proposed date of such vote or
consent, and thereafter, notwithstanding any other provisions hereof, only
Holders of Securities of record on such record date shall be entitled to so vote
or give such consent or to withdraw 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 Securities Register as the absolute owner of such Security (whether or not
such Security shall be overdue and notwith standing any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal and Change of Control purchase price of, and premium, if any, on
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. 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 Security.

Section 7.4 Securities Owned by Issuer Deemed Not Outstanding.

In determining whether the Holders of the requisite aggregate
principal amount of Securities have concurred in any direction, consent or
waiver under this Indenture, Securities that

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are owned by the Issuer or any other obligor on the Securities or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the obligor on the Securities 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 that the
Trustee knows are so owned shall be so disregarded. Securities so owned that
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 Section 6.1 and Section 6.2 hereof, the Trustee shall be entitled to
accept such Officers' Certificate as conclusive evidence of the facts therein
set forth and 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 hereof, of the taking of any action by the Holders of
the percentage in aggregate principal amount of the Securities 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 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, 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 specified in this Indenture in
connection with such action shall be conclusively binding upon the Issuer, the
Trustee and the Holders of all such Securities.

ARTICLE VIII
SUPPLEMENTAL INDENTURES

Section 8.1 Supplemental Indentures Without Consent of
Securityholders.

The Issuer, when authorized by a resolution of its Board of Directors,
and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

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(a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities 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
hereof;

(c) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Board of Directors shall consider
to be for the protection of the Holders of Securities, 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 immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee due solely to such an Event of
Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities to waive such an Event of Default;

(d) to cure any ambiguity or to cure, correct or supplement any
defective provision contained herein or in the Securities, or to make such other
provisions in regard to matters or questions arising under this Indenture or
under any supplemental indenture as the Board of Directors may deem necessary or
desirable, and in any case which the Trustee and the Issuer shall determine (i)
are not inconsistent with this Indenture and the Securities and (ii) shall not
adversely affect the interests of the Holders of the Securities; and

(e) to modify or supplement this Indenture or any indenture supple-
mental hereto in such manner as to permit the qualification thereof under the
Trust Indenture Act of any other similar federal statute hereafter in effect.

The Trustee is hereby authorized to join in the execution of any such
supplemental Indenture, to make any further appropriate agreements and
stipulations that may be therein continued 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
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

Any supplemental indenture authorized by the provisions of this
Section 8.1 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 hereof.

Section 8.2 Supplemental Indentures With Consent of Securityholders.

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With the consent (evidenced as provided in Article Seven hereof) of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding, the Issuer, when authorized by a resolution
of its Board of Directors, and the Trustee may, from time to time and at any
time, modify this Indenture or any indentures supplemental hereto or the rights
of the Holders of the Securities; provided, that no such supplemental indenture
shall (a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any amount payable on redemption thereof or upon a Change of Control
or impair or affect the right of any Securityholder to institute suit for the
payment thereof or make any change to Section 4.9 hereof that adversely affects
the rights of the Holders of the Securities, in each case without the consent of
the Holder of each Security so affected, or (b) without the consent of the
Holders of all Securities then Outstanding, (i) reduce the aforesaid percentage
of Securities, the consent of the Holders of which is required for any such
modification, or the percentage of Securities, the consent of the Holders of
which is required for any waiver provided for in this Indenture, (ii) change any
obligation of the Issuer to maintain an office or agency in the places and for
the purposes specified in Section 4.2 or (iii) make any change in Section 5.9 or
this Section 8.2, except to increase any percentages or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holders of each Outstanding Security affected thereby.

Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors 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 Securityholders
and other documents, if any, required by Section 7.1 hereof 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 8.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Issuer shall mail a notice thereof by first-class mail to the Holders of
Securities at their addresses as they shall appear on the Securities Register,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to mail 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.

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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 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 Section 6.1 and Section 6.2
hereof, may receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such supplemental indenture complies with the
applicable provisions of this Indenture.

Section 8.5 Notation of Securities in Respect of Supplemental
Indentures.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article Eight may bear
a notation in form approved by the Trustee as to any matters provided for by
such supplemental indenture or as to any action taken at any such meeting by the
Issuer or the Trustee shall so determine, new Securities 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 Trustee and delivered in
exchange for the Securities then Outstanding.

ARTICLE IX
CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section  9.1 Covenant Not to Merge, Consolidate, Sell or Transfer
Assets Except Under Certain Conditions.

(a) The Issuer shall not consolidate with or merge into any other
Person, or sell, convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and Issuer shall not permit any
Person to consolidate with or merge into the Issuer, unless: (i) immediately
prior to and immediately following such consolidation, merger, sale or lease, no
Event of Default shall have occurred and be continuing and (ii) the Issuer is
the surviving or continuing corporation, or the surviving or continuing
corporation or corporation that acquires by sale, conveyance, transfer or lease
is incorporated in the United States of America or Canada and expressly assumes
the payment and performance of all obligations of the Issuer under the Indenture
and the Securities.

(b) Except for the sale of the properties and assets of the Issuer
substantially as an entirety pursuant to subsection (a) above, and other than
assets required to be 

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sold to conform with governmental regulations, the Issuer shall not sell or
otherwise dispose of any assets (other than short-term, readily marketable
investments purchased for cash manage ment purposes with funds not representing
the proceeds of other asset sales) if on a pro forma basis, the aggregate net
book value of all such sales during the most recent 12-month period would exceed
10 percent of Consolidated Net Tangible Assets computed as of the end of the
most recent fiscal quarter preceding such sale; provided, however, that any such
sales shall be disregarded for purposes of this 10 percent limitation if the
proceeds are invested in assets in similar or related lines of business of the
Issuer and, provided further, that the Issuer may sell or otherwise dispose of
assets in excess of such 10 percent if the proceeds from such sales or
dispositions, which are not reinvested as provided above, are retained by the
Issuer as cash or cash equivalents or are used by the Issuer to purchase
Securities, 1996 Senior Notes, 1997 Senior Notes or 1999 Senior Notes which are
then delivered to the Trustee for cancellation or are used to reduce or retire
Indebtedness ranking pari passu in right of payment to the Securities.

Section 9.2 Successor Corporation Substituted.

In case of any such consolidation, merger, sale or transfer, and
following such an assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Issuer, with the same
effect as if it had been named herein.

Such successor corporation may cause to be signed, and may issue
either in its own name or in the name of the Issuer prior to such succession any
or all of the Securities issuable hereunder that theretofore shall not have been
signed by the Issuer and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Issuer, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenti cate and shall deliver any Securities that previously shall have been
signed and delivered by the officers of the Issuer to the Trustee for
authentication and any Securities that such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All of
the Securities so issued 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 or transfer such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

In the event of any such sale or transfer (other than a transfer by
way of lease) the Issuer or any successor corporation which shall theretofore
have become such in the manner described in this Article 9 shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

Section 9.3 Opinion of Counsel to Trustee; Officers' Certificate.

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The Trustee, subject to the provisions of Section 6.1 and Section 6.2
hereof, shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale or transfer, and
any such assumption, and any such liquidation or dissolution, complies with the
applicable provisions of this Indenture.

ARTICLE X
SATISFACTION AND DISCHARGE
OF INDENTURE; UNCLAIMED MONEYS

Section 10.1 Satisfaction and Discharge of Indenture.

If at any time (a) the Issuer shall have paid or caused to be paid the
principal and Change of Control purchase price of and premium, if any, and
interest on all the Securities Outstanding hereunder, as and when the same shall
have become due and payable, or (b) the Issuer shall have delivered to the
Trustee for cancellation of all Securities theretofore authenticated (other
than any Securities which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.7 hereof) or (c)(i)
all such Securities 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 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
hereof) or U.S. Government Obligations, maturing as to principal, premium, if
any, and interest in such amounts and at such times as will insure (without
reinvestment) the liability of cash 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 at maturity all such
Securities not theretofore delivered to the Trustee for cancellation, including
principal, premium, if any, and interest due or to become due to such date of
maturity as the case may be, and if, in any such case, the Issuer shall also pay
or cause to be paid all other sums payable hereunder by the Issuer, then this
Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange, and the Issuer's right to optional
redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost
or stolen Securities, (iii) rights of Holders to receive payments of principal
thereof (including any Change of Control purchase price previously accrued) and
premium, if any, and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), (iv) the rights and obligations and
immunities of the Trustee hereunder and (v) the rights of the Securityholders as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them), 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; provided that the rights of
Holders of the Securities to receive amounts in respect of principal of and
premium, if any, and interest or the Securities 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.

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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 Trustee in
connection with this Indenture or the Securities.

Section 10.2 Application by Trustee of Funds Deposited for Payment of
Securities.

Subject to Section 10.4 hereof, all moneys deposited with the Trustee
pursuant to Section 10.1 hereof 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 for
the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and Change of
Control purchase price, premium, if any, and interest; but such money 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
all moneys then held by any paying agent under the provisions of this Indenture
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 or Change of Control purchase price of or
premium or interest on any Security and not applied but remaining unclaimed for
two years after the date upon which such principal, Change of Control purchase
price, premium or interest shall have become due and payable shall, upon the
written request of the Issuer, be repaid to the Issuer by the Trustee or such
paying agent, and the Holder of such Security 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.

Section 10.5 Defeasance and Discharge of Indenture.

The Issuer will be deemed to have paid and will be discharged from any
and all obligations in respect of the Securities, on the 123rd day after the
deposit referred to in subparagraph (A) hereof has been made, and the
provisions of this Indenture will no longer be in effect with respect to the
Securities (and the Trustee, at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except as to:

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(a)  rights of registration of transfer and exchange, and the Issuer's
right of optional redemption, (b) substitution of apparently mutilated, defaced,
destroyed, lost or stolen securities, (c) rights of Holders to receive payments
of principal (including rights to receive any Change of Control purchase price
previously accrued) thereof and premium, if any, and interest thereon, (d) the
rights, obligations and immunities of the Trust hereunder, (e) the rights of the
Securityholders as beneficiaries hereof with respect to the property so
deposited with the Trustee payable to all or any of them and (f) the obligations
of the Issuer to maintain a place of payment for the Securities under Section
4.1 hereof; provided that the following conditions shall have been satisfied:

(A) with reference to this Section 10.5 the Issuer has
irrevocably deposited or caused to be irrevocably deposited with the Trustee (or
another trustee satisfying the requirements of Section 6.8 hereof) as trust
funds in trust, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities, (i) money in an amount, or (ii)
U.S. Government Obligations which through the payment of interest and principal
in respect thereof in accordance with their terms (without reinvestment) will
provide not later than one day before the due date of any payment referred to in
clause (x) or (y) of this subparagraph (A) money in an amount, 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 and discharge, after payment of all federal,
state and local taxes or other charges and assessments in respect thereof
payable by the Trustee, (x) the principal and Change of Control purchase price
of, premium, if any, and each installment of principal and interest on the
Outstanding Securities at the maturity date of such principal or installment of
principal or interest and (y) any mandatory sinking fund payments or analogous
payments applicable to the Securities on the day on which such payments are due
and payable in accor dance with the terms of this Indenture and the Securities;

(B) the Issuer has delivered to the Trustee (i) an Opinion of
Counsel to the effect that Holders will not recognize income, gain or loss for
federal income tax purposes as a result of the Issuer's exercise of its option
under this Section 10.5 and will be subject to federal income tax on the same
amount and in the same manner and at the same times as would have been the case
if such deposit, defeasance and discharge had not occurred, which Opinion of
Counsel must be based on (x) a change in applicable federal income tax law or
related Treasury Regulations after the date of this Indenture or (y) a ruling
received by the Issuer from the Internal Revenue Service to the same effect and
(ii) an Opinion of Counsel to the effect that the defeasance trust does not
constitute an "investment company" under the Investment Company Act of 1940, as
amended, and after the passage of 123 days following the deposit, the trust fund
will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or
Section 15 of the New York Debtor and Creditor Law;

(C) immediately after giving effect to such deposit on a pro
forma basis, no Event of Default, or event that after the giving of notice or
lapse of time or both would become an Event of Default, shall have occurred and
be continuing on the date of such deposit or during the period ending on the
123rd day after the date of such deposit, and such deposit shall

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not result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Issuer is a party or by which the Issuer is
bound; and

(D) if at such time the Securities are listed on a national
securities exchange, the Issuer has delivered to the Trustee an Opinion of
Counsel to the effect that the Securities will not be delisted as a result of
such deposit, defeasance and discharge.

Section 10.6 Defeasance of Certain Obligations.

The Issuer may omit to comply with any term, provision, or condition
set forth in this Indenture in Sections 4.8 and Section 4.9, and Section 5.l(d)
(with respect to Sections 4.8 and 4.9) and Sections 5.1(c) and (e) shall be
deemed not to be Events of Default on the 123rd day after the deposit referred
to in subparagraph (A) hereof if:

(A) with reference to this Section 10.6, the Issuer has
irrevocably deposited or caused to be irrevocably deposited with the Trustee (or
another trustee satisfying the requirements of Section 6.6 hereof) as trust
funds in trust, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities, (i) money in an amount, or (ii)
U.S. Government Obligations which bought the payment of interest and principal
in respect thereof in accordance with their terms (without reinvestment) will
provide not later than one day before the due date of any payment referred to in
clauses (x) or (y) of this Section 10.6, money in an amount, or (iii) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a certification thereof delivered
to the Trustee, to pay and discharge, after payment of all federal, state and
local taxes or other charges and assessments in respect thereof payable by the
Trustee, (x) the principal and Change of Control purchase price of, premium, if
any, and each installment of principal and interest on the Outstanding
Securities at the maturity date of such principal or installment of principal or
interest and (y) any mandatory sinking fund payments or analogous payments
applicable to the Securities on the day on which such payments are due and
payable in accordance with the terms of this Indenture and the Securities;

(B) the Issuer has delivered to the Trustee (i) an Opinion of
Counsel to the effect that Holders will not recognize income, gain or loss for
federal income tax purposes as a result of the Issuer's exercise of its option
under this Section 10.6 and will be subject to federal income tax on the same
amount and in the same manner and at the same times as would have been the case
if such deposit, defeasance and discharge had not occurred, and (ii) an Opinion
of Counsel to the effect that the defeasance trust does not constitute an
"invest ment company" under the Investment Company Act of 1940, as amended, and
after the passage of 123 days following the deposit, the trust fund will not be
subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15
of the New York Debtor and Creditor Law;

(C) immediately after giving effect to such deposit on a pro
forma basis, no Event of Default, or event that after the giving of notice or
lapse of time or both would become an Event of Default, shall have occurred and
be continuing on the date of such deposit or

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during the period ending on the 123rd day after the date of such deposit, and
such deposit shall not result in a breach or violation of or constitute a
default under any other agreement or instrument to which the Issuer is a party
or by which the Issuer is bound; and

(D)     if at such time the Securities are listed on a national
securities exchange, the Issuer has delivered to the Trustee an Opinion of
Counsel to the effect that the Securities will not be delisted as a result of
such deposit, defeasance and discharge.

ARTICLE XI
MISCELLANEOUS PROVISIONS

Section 11.1 Incorporators, Shareholders, 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 shareholder, 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 by the Holders thereof and as part of the
consideration for the issue of the Securities.

Section 11.2 Provisions of the Indenture for the Sole Benefit of
Parties and Securityholders.

Nothing in this Indenture or in the Securities, expressed or implied,
shall give or be construed to give to any Person, other than the parties hereto
and their successors and the Holders (and, where expressly set forth herein,
owners of interests in any Global Security), 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 and the Holders (and, where expressly set
forth herein, owners of interests in any Global Security).

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
Securityholders.

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 to
or on the Issuer may be given 

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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 NRG Energy, Inc., 1221
Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403, Attention: Chief
Financial Officer. Any notice, direction, request or demand by the Issuer or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made at the Corporate Trust Office
or such office or agency designated for such purpose in Section 4.2 hereof.

Where this Indenture provides for notice to Holders, 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 Securities Register. In any case where notice
to 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 and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be 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 enable him to express an
informed opinion as to whether or not

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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 (informa tion 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 or Investment Banker filed with 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, Change of Control
purchase price, or premium, if any, of the Securities or the date fixed for
redemption of any Security shall not be a Business Day, then payment of
interest, principal, Change of Control purchase price or premium 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 New York Law to Govern.

THIS INDENTURE SHALL, PURSUANT TO SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SUCH SECTION
5-1401).

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Section 11.8 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 agreement.

Section 11.9 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.

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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 November 8, 1999.

NRG ENERGY, INC., as Issuer

By:  ______________________________________
Name:   Brian B. Bird
Title:  Treasurer

Attest:

By:_______________________________
Name:
Title:

NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee

By: ______________________________________
Name:   Timothy P. Mowdy
Title:  Corporate Trust Officer

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EXHIBIT A

FORM OF SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS
CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
OTHER THAN THE DEPOSITORY TRUST COMPANY OR CEDE & CO. IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.

A-1

64

NRG ENERGY, INC.

8% REMARKETABLE OR REDEEMABLE SECURITIES
DUE NOVEMBER 1, 2013

CUSIP : [      ]

NO. 01

ORIGINAL ISSUE DATE:                November 8, 1999
INTEREST RATE TO
REMARKETING DATE:               8%
REMARKETING DATE                    November 1, 2003
INTEREST RATE TO MATURITY:          See Further Provisions Set Forth Herein
MATURITY DATE:                      November 1, 2013
ISSUE PRICE:                        99.785%

INTEREST PAYMENT DATES:             May 1 and November 1, commencing May 1, 2000

NRG Energy, Inc., a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter referred to as the "Issuer"), for
value received hereby promises to pay to Cede & Co. or registered assigns the
principal sum of $240,000,000 Dollars at the Issuer's office or agency for said
purpose initially at the Corporate Trust Office of Norwest Bank Minnesota,
National Association (herein called the "Trustee") at Corporate Trust, Norwest
Center N9303-120, Sixth and Marquette, Minneapolis, Minnesota 55479-0069 and at
the office or agency of the Issuer for said purpose in the Borough of Manhattan,
The City of New York, on November 1, 2013 (unless and to the extent earlier
redeemed or repaid prior to such maturity date) in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest semi-annually in
arrears on May 1 and November 1 of each year, commencing May 1, 2000, to the
Remarketing Date specified above, on said principal sum in like coin or currency
at the Interest Rate to Remarketing Date specified above, and thereafter,
subject to the terms and conditions set forth herein, at the interest rate
determined by the Remarketing Dealer (as defined on the reverse hereof) in
accordance with the procedures set forth on the reverse hereof ("Floating Rate
Spread" or "Interest Rate to Maturity"), at said offices or agencies from the
most recent interest payment date to which interest on the Securities has been
paid or duly provided for, unless the date hereof is a date to which interest on
the Securities has been paid or duly provided for, in which case from the date
of this Security, or unless no interest has been paid or duly provided for on
the Securities, in which case from November 8, 1999. Notwithstanding the
foregoing, if the date hereof is after May 1 or November 1, as the case may be,
and before the following April 15 or October 15, this Security shall bear
interest from such May 1 or November 1; provided that if the Issuer shall
default in the payment of interest due on such May 1 or November 1, then this
Security shall bear interest from the immediately preceding May 1 or November 1
to which interest on the Securities has been paid or duly provided for, or, if
no interest has been paid or duly provided for on the Securities, from November
8, 1999. 

The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture (as defined on the reverse hereof), be paid
to the Person in whose name this Security is registered at

A-2

65

the close of business on the fifteenth calendar day (whether or not a Business
Day) immedi ately preceding such Interest Payment Date; provided, that principal
and interest shall be paid by mailing a check for such to or upon the written
order of the registered Holders of Securities entitled thereto at their last
address as it appears on the Securities Register or, upon written application to
the Trustee by a Holder of $1,000,000 or more in aggregate principal amount of
Securities, by wire transfer of immediately available funds to an account
maintained by such Holder with a bank or other financial institution. Interest
on this Security shall be computed on the basis of a 360-day year of twelve
30-day months.

Interest on overdue principal and (to the extent permitted by
applicable law) on overdue installments of interest (including without
limitation during the 30-day period referred to in Section 5.1(b) of the
Indenture) shall accrue at the then applicable interest rate of this Security.

Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

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66

This Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory, until the certificate of authentication
hereof shall have been duly signed by the Trustee acting under the Indenture.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.

NRG ENERGY, INC.

[Seal]

By:________________________________
Name:   Leonard A. Bluhm
Title:  Executive Vice President and
Chief Financial Officer

By:________________________________
Name:   Brian B. Bird
Title:  Treasurer
ATTEST:

By:_____________________________
Name:
Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated: November 8, 1999

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

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee

_________________________________________
Authorized Signatory

A-4

67

REVERSE OF SECURITY

NRG ENERGY, INC.

8% Remarketable or Redeemable Securities Due 2013

This Security is one of a duly authorized issue of debt securities of
the Issuer, limited to the aggregate principal amount of $240,000,000 (except as
otherwise provided in the Indenture mentioned below), issued or to be issued
pursuant to an Indenture dated as of November 8, 1999 (the "Indenture"), duly
executed and delivered by the Issuer to the Trustee. Reference is hereby made to
the Indenture and all indentures supplemental thereto for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Issuer and the Holders (the words "Holders" or "Holder" meaning
the registered holders or registered holder) of the Securities. Capitalized
terms used herein, but not otherwise defined herein, shall have the meanings
assigned to them in the Indenture.

Certain provisions relating to the remarketing of the Securities set
forth below are contained in a Remarketing Agreement (the "Remarketing
Agreement") between the Issuer and Credit Suisse Financial Products, as
Remarketing Dealer (the "Remarketing Dealer").

The Securities shall accrue interest from the Fixed Rate Remarketing
Date, semi-annually on each day that is a six-month anniversary of such date.
Interest on the Securities from the Fixed Rate Remarketing Date shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.
Interest on the Securities accruing during the Floating Rate Reset Period (as
defined below) shall be payable on the next following Reference Rate Reset Date.
Interest on the Securities during the Floating Rate Period shall be computed on
the basis of the actual number of days in such Floating Rate Period over a
360-day year.

"Fixed Rate Remarketing Date" means the first Remarketing Date,
assuming the Remarketing Dealer has elected to purchase the Securities and the
Issuer has not elected to exercise its Floating Period Option, or one of the
subsequent Remarketing Dates in the event that the Issuer has elected to
terminate the Floating Rate Period.

"Remarketing Date(s)" means November 1, 2003 (the first Remarketing
Date), and February 1, 2004, May 1, 2004, August 1, 2004 if the Issuer has
elected to exercise its Floating Period Option.

Provided that on a Business Day not later than 4:00 p.m., New York
City time, on the fifth Business Day prior to the first Remarketing Date, the
Remarketing Dealer notifies the Issuer and the Trustee of its election to
purchase the Securities on the such Remarketing Date for remarketing (the
"Notification Date"), the Securities shall be subject to mandatory tender to the
Remarketing Dealer, and the Remarketing Dealer shall be obligated to purchase
the Securities, for remarketing on such Remarketing Date, subject in each case
to the conditions described herein and set forth in the Remarketing Agreement.
The purchase price for the tendered Securities shall equal 100% of the principal
amount thereof and the Issuer will pay accrued interest, if any, on the
Securities to such Remarketing Date. From and after the first Remarketing Date,
the Securities shall bear interest at either the Floating Rate Spread or the
Interest Rate to Maturity as specified herein. If the Remarketing Dealer elects
to remarket the Securities, the obligation of the Remarketing Dealer to purchase
the Securities on the applicable Remarketing Date is subject to the conditions
specified in the Remarketing Agreement. If for any reason the Remarketing Dealer
does not purchase all of the Securities on the first Remarketing Date, the
Issuer shall be required to repurchase from the registered holders thereof, and
the registered holders will be required to sell to the Issuer, all the
Securities at a price equal to the principal

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68

amount thereof plus all accrued and unpaid interest, if any, if such Remarketing
Date is the first Remarketing Date, or at the Dollar Price, plus accrued and
unpaid interest, if any, on any subsequent Remarketing Date.

Subject to the Remarketing Dealer's election to remarket the
Securities by 3:30 p.m., New York City time, on the third Business Day
immediately preceding any Remarketing Date (a "Floating Rate Spread
Determination Date" or the "Fixed Rate Determination Date" depending on the
Issuer's election) the Remarketing Dealer shall determine the Floating Rate
Spread in the case that the Issuer has elected the Floating Period Option or
otherwise the Interest Rate to Maturity to the nearest one hundredth (0.01) of
one percent per annum unless the Issuer has chosen to redeem, or is required to
redeem, the Securities. Each Floating Period Interest Rate will equal the sum of
a Reference Rate and a Floating Rate Spread. The Interest Rate to Maturity shall
be equal to the sum of 6.07% (the "Base Rate") and the Applicable Spread (as
defined below), which will be based on the Dollar Price (as defined below) of
the Securities.

"Applicable Spread" will be the lowest Bid (as defined below),
expressed as a spread (in the form of a percentage or in basis points) above the
Base Rate, obtained by the Remarketing Dealer at 3:30 p.m., New York City time,
on the Fixed Rate Determination Date from the Bids quoted to the Remarketing
Dealer by five Reference Corporate Dealers (as defined below). A "Bid" will be
an irrevocable offer to purchase the total aggregate outstanding principal
amount of the Securities at the Dollar Price (as defined below), but assuming
(i) an issue date that is the Fixed Rate Remarketing Date applicable to such
Securities, with settlement on such date without accrued interest, (ii) a
maturity date that is the 10th anniversary of the Fixed Rate Remarketing Date
and (iii) a stated annual interest rate equal to the relevant Base Rate plus the
spread bid by the applicable Reference Corporate Dealer. If fewer than five
Reference Corporate Dealers submit Bids as described above, then the Applicable
Spread shall be the lowest such Bid obtained as described above. The Interest
Rate to Maturity announced by the Remarketing Dealer, absent manifest error,
shall be binding and conclusive upon the holders of beneficial interests in the
Securities (the "Beneficial Owners"), the Holders of the Securities, the Issuer
and the Trustee.

"Comparable Treasury Issues" means the U.S. Treasury security or
securities selected by the Remarketing Dealer, as of the first Remarketing Date,
as having an actual or interpolated maturity or maturities comparable to the
remaining term of the Securities being purchased by the Remarketing Dealer.

"Comparable Treasury Price" means, with respect to the first
Remarketing Date, (i) the offer prices for the Comparable Treasury Issues
(expressed in each case as a percentage of its principal amount) at 12:00 noon,
New York City time, on the first Determination Date, as set forth on "Telerate
Page 500" (or such other page as may replace "Telerate Page 500"), or (ii) if
such page (or any successor page) is not displayed or does not contain such
offer prices on such Determination Date, (A) the average of the Reference
Treasury Dealer Quotations (as defined below) for such Remarketing Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Remarketing Dealer obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
"Telerate Page 500" means the display designated as "Telerate Page 500" on Dow
Jones Markets (or such other page as may replace Telerate Page 500 on such
service) or such other service displaying the offer prices specified in clause
(i) above as may replace Dow Jones Markets. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and the first
Remarketing Date, the offer prices for the Comparable Treasury Issues (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Remarketing Dealer by such Reference Treasury Dealer by 3:30 p.m., New York City
time, on the first Determination Date.

A-6

69

"Dollar Price" means, with respect to the Securities, the present
value, as of the first Remarketing Date, of the Remaining Scheduled Payments for
such Securities discounted to such Remarketing Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below).

"Fixed Rate Determination Date" means the third Business Day prior to
the Fixed Rate Remarketing Date.

"Interest Rate to Maturity" means the sum of the Base Rate and the
Applicable Spread.

"Reference Corporate Dealer" means a leading dealer of publicly traded
debt securities, including debt securities of the Issuer, which shall be
selected by the Issuer. The Issuer shall advise the Remarketing Dealer of its
selection of Reference Corporate Dealers no later than five Business Days prior
to the Fixed Rate Remarketing Date. One of such Reference Corporate Dealers
selected by the Issuer shall be Credit Suisse Financial Products if it is then
the Remarketing Dealer.

"Reference Treasury Dealer" means five dealers to be selected by the
Issuer, and their respective successors; provided that if any of the foregoing
or their affiliates ceases to be a primary U.S. Government securities dealer (a
"Primary Treasury Dealer"), the Issuer shall substitute therefor another Primary
Treasury Dealer. One of such Reference Treasury Dealers selected by the Issuer
shall be Credit Suisse Financial Products if it is then the Remarketing Dealer.

"Remaining Scheduled Payments" means, with respect to the Securities,
the remaining scheduled payments of the principal thereof and interest thereon,
calculated at the Base Rate applicable to such Securities, that would be due
after the first Remarketing Date to and including the Stated Maturity Date;
provided that if such Remarketing Date is not an Interest Payment Date with
respect to such Securities, the amount of the next succeeding scheduled interest
payment thereon, calculated at the Base Rate, will be reduced by the amount of
interest accrued thereon, calculated at such Base Rate only, to the first
Remarketing Date.

"Treasury Rate" means with respect to the first Remarketing Date, the
rate per annum equal to the semi-annual equivalent yield to maturity or
interpolated (on a day count basis) yield to maturity of the Comparable Treasury
Issues, assuming a price for the Comparable Treasury Issues (expressed as a
percentage of their principal amounts) equal to the Comparable Treasury Price
for such Remarketing Date.

Subject to the Remarketing Dealer's election to purchase the
Securities, but prior to the fourth Business Day prior to the first Remarketing
Date (the "Floating Period Notification Date"), the Issuer may elect to exercise
its Floating Period Option (as defined below). Under these circumstances, the
Securities shall be remarketed at a floating rate for a period of one year, or
until such date (the "Floating Period Termination Date") which is the
Remarketing Date following the date on which the Issuer elects to terminate such
Floating Rate Period (the "Floating Rate Period Termination Notification Date"),
whichever is sooner.

The amount of the interest for each day that the Securities are
outstanding during the Floating Rate Period will be calculated by dividing the
Floating Rate Interest Rate in effect for such day by 360 and multiplying the
result by the Dollar Price. The amount of interest to be paid for any Floating
Rate Reset Period (as defined below) will be calculated by adding the daily
interest amounts for each day in the Floating Rate Reset Period.

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70

"Floating Period Interest Rate" means the sum of the Reference Rate
and the Floating Rate Spread.

"Floating Period Option" means the Issuer's right, on any date
subsequent to the Remarketing Dealer's election to purchase the Securities but
prior to the fourth Business Day prior to the first Remarketing Date, to require
the Remarketing Dealer to remarket the Securities at the Floating Period
Interest Rate.

"Floating Rate Period" means the period from (and including) the first
Floating Rate Remarketing Date to (but excluding) the Fixed Rate Remarketing
Date.

"Floating Rate Remarketing Date(s)" means the following date(s) within
the Floating Rate Period, selected by the Issuer from the following
alternatives, assuming the Floating Period Option has been selected:

1.        Each of the four successive quarterly dates: November 1,
2003; February 1, 2004; May 1, 2004; and August 1, 2004.

2.        Each of the two successive semi-annual dates: November 1,
2003 and May 1, 2004.

3.        November 1, 2003.

"Floating Rate Reset Period" means the period from (and including) the
first Reference Rate Reset Date (as defined below) to (but excluding) the next
following Reference Rate Reset Date and thereafter the period from (and
including) a Reference Rate Reset Date to (but excluding) the next following
Reference Rate Reset Date; provided that the final Floating Rate Reset Period
shall run to (but exclude) the Floating Period Termination Date.

"Floating Rate Spread" will be the lowest Bid expressed as a spread
(in the form of a percentage or in basis points) above the Reference Rate for
the Securities, obtained by the Remarketing Dealer at 3:30 p.m., New York City
time, on the third Business Day prior to each Floating Rate Remarketing Date,
from the Bids quoted to the Remarketing Dealer by five Reference Money Market
Dealers. A Bid will be an irrevocable offer to purchase the total aggregate
outstanding principal amount of the Securities at the Dollar Price, but assuming
(i) an issue date that is such a Floating Rate Remarketing Date, applicable to
such Securities, with settlement on such date without accrued interest, (ii) a
maturity date equal to the immediately following Floating Rate Remarketing Date,
or the Floating Period Termination Date, as the case may be, (iii) a stated
annual interest rate equal to the Reference Rate plus the Floating Rate Spread
by the applicable Reference Money Market Dealer, (iv) that the Securities are
callable by the Remarketing Dealer, at the Dollar Price, on any Floating Rate
Remarketing Date after the first Remarketing Date and (v) that the Securities
will be repurchased by the Issuer at the Dollar Price on the Business Day that
is immediately following the Floating Rate Reset Period, or on the Floating
Period Termination Date, as the case may be, if not previously called by the
Remarketing Dealer. If fewer than five Reference Money Market Dealers submit
Bids , as described above, then the Floating Rate Spread shall be the lowest
such Bid obtained as described above. The Floating Period Interest Rate for the
Securities announced by the Remarketing Dealer, absent manifest error, shall be
binding and conclusive upon the holders of beneficial interests in such
Securities (the "Beneficial Owners"), the Holders of the Securities, the Issuer
and the Trustee.

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"Floating Rate Spread Determination Date" means the third Business Day
prior to each Floating Rate Remarketing Date.

"Reference Money Market Dealer" means a leading dealer of publicly
traded debt securities, including debt securities of the Issuer, which shall be
selected by the Issuer, who are also leading dealers in money market
instruments. The Issuer shall advise the Remarketing Dealer of its selection of
Reference Money Market Dealers no later than five Business Days prior to each
Floating Rate Remarketing Date. One of such Reference Money Market Dealers
selected by the Issuer shall be Credit Suisse Financial Products if it is then
the Remarketing Dealer.

"Reference Rate" means the rate for each Floating Rate Reset Period
which shall be the rate for deposits in U.S. Dollars for a period of three
months which appears on the Telerate Page 3750 (or any successor page) as of
11:00 a.m., London time, on the applicable Reference Rate Determination Date (as
defined below). If no rate appears on Telerate Page 3750 on the Reference Rate
Determination Date, the Remarketing Dealer will request the principal London
offices of four major reference banks in the London Inter-Bank Market, to
provide it with its offered quotation for deposits in U.S. dollars for the
period of three months, commencing on the first day of the Floating Rate Reset
Period, to prime banks in the London Inter-Bank Market at approximately 11:00
a.m., London time, on that Reference Rate Determination Date and in a principal
amount that is representative for a single transaction in U.S. Dollars in that
market at that time. If at least two quotations are provided, then the Reference
Rate will be the average of those quotations. If fewer than two quotations are
provided, then the Reference Rate will be the average (rounded, if necessary, to
the nearest one hundredth of a percent) of the rates quoted at approximately
11:00 a.m., New York City time, on the Reference Rate Determination Date by
three major banks in New York City selected by the Remarketing Dealer for loans
in U.S. Dollars to leading European banks, having a three-month maturity and in
a principal amount that is representative for a single transaction in U.S.
dollars in that market at that time. If the banks selected by the Remarketing
Dealer are not providing quotations in the manner described by this paragraph,
the rate for the Floating Rate Reset Period following the Reference Rate
Determination Date will be the rate in effect on that Reference Rate
Determination Date.

"Reference Rate Determination Date" shall be the second day preceding
each Reference Rate Reset Date. In the event the Reference Rate Determination
Date falls on a non-Business Day in London, the interest rate shall reset on the
following Business Day unless such Business Day would move the Reference Rate
Determination Date into the next calendar month, in which case it shall be the
immediately preceding Business Day.

"Reference Rate Reset Date" means November 1, 2003; February 1, 2004;
May 1, 2004; and August 1, 2004.

Provided the Remarketing Dealer has previously notified the Issuer and
the Trustee on the Notification Date of its intention to purchase all Securities
on the first Remarketing Date and subject to the Issuer's right to redeem the
Securities from the Remarketing Dealer on such Remarketing Date as set forth
below, the Remarketing Dealer will notify the Issuer, the Trustee and the U.S.
Depository by telephone, confirmed in writing (which may include facsimile or
other electronic transmission), by 4:00 p.m., New York City time, on the Fixed
Rate Determination Date, of the Interest Rate to Maturity effective from and
including the Fixed Rate Remarketing Date. All of the tendered Securities shall
be automatically delivered to the account of the Trustee, by book-entry through
DTC pending payment of the purchase price therfor, on the first Remarketing
Date.

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In the event that the Securities are remarketed as provided herein,
the Remarketing Dealer shall pay to the Trustee, not later than 12:00 noon, New
York City time, on the first Remarketing Date, an amount equal to 100% of the
aggregate principal amount of the Securities or on any subsequent Remarketing
Date, an amount equal to the Dollar Price. On any such Remarketing Date, the
Remarketing Dealer shall cause the Trustee to make payment to the DTC
participant of each Beneficial Owner of Securities, by book-entry through DTC of
such Beneficial Owner's tendered Securities, of 100% of the principal amount of
the tendered Securities that have been purchased for remarketing by the
Remarketing Dealer. If the Remarketing Dealer does not purchase all of the
Securities on the first Remarketing Date or any subsequent Remarketing Date, the
Issuer shall make or cause to be made such payment for the Securities as
provided herein. In any case, the Issuer shall make, or cause the Trustee to
make, payment of interest on the Securities due on a Remarketing Date in
accordance with the Indenture by book-entry through DTC no later than the close
of business on such Remarketing Date.

The transactions specified above shall be executed on any Remarketing
Date through DTC in accordance with the procedures of DTC, and the accounts of
the respective DTC participants will be debited and credited and the Securities
delivered by book-entry as necessary to effect the purchases and sales thereof.

The tender and settlement procedures set forth above, including
provisions for payment by purchasers of Securities in the remarketing or for
payment to selling Beneficial Owners of Securities, may be modified to the
extent required by DTC or to the extent required to facilitate the tender and
remarketing of Securities at the time of the remarketing. In addition, the
Remarketing Dealer may, without the consent of holders or Beneficial Owners of
the Securities, modify the tender and settlement procedures specified above in
order to facilitate the tender and settlement process.

In the event that (i) the Remarketing Dealer for any reason does not
notify the Issuer of the Floating Period Interest Rate or the Interest Rate to
Maturity by 4:00 p.m., New York City time, on the applicable Determination Date,
or (ii) prior to any Remarketing Date, the Remarketing Dealer has resigned and
no successor has been appointed on or before such Determination Date, or (iii)
the Remarketing Dealer has terminated the Remarketing Agreement pursuant to
Section 11 thereof at any time after the Remarketing Dealer elects on the
Notification Date to remarket the Securities, or (iv) the Remarketing Dealer for
any reason does not elect to purchase the Securities for remarketing on any
Remarketing Date, or (v) the Remarketing Dealer for any reason does not deliver
the purchase price of the Securities to the Trustee by 12:00 noon, New York City
time, on the Business Day immediately preceding such Remarketing Date or (vi)
the Issuer for any reason fails to redeem the Securities following its election
to effect the optional redemption described below, the Issuer shall repurchase
all the Securities as a whole on such Remarketing Date at a price equal to 100%
of the aggregate principal amount of the Securities if such Remarketing Date is
the first Remarketing Date, or at the Dollar Price on any such subsequent
Remarketing Date, plus all accrued and unpaid interest, if any. In any such
case, payment will be made by the Issuer to the registered holders of the
Securities, by book-entry through DTC no later than the close of business on
such Remarketing Date against delivery through DTC of such Beneficial Owner's
tendered Securities.

If the Remarketing Dealer elects to remarket the Securities on the
first Remarketing Date, then not later than 4:00 p.m., New York City time, on
the Business Day immediately preceding any Determination Date, the Issuer shall
notify the Remarketing Dealer and the Trustee if the Issuer irrevocably elects
to exercise its right to redeem the Securities, in whole but not in part, from
the Remarketing Dealer on the Remarketing Date immediately following such
Determination Date at the Dollar Price. In any case, payment of the Dollar
Price, plus accrued and unpaid interest therefor, will be made by the Issuer to
the account designated by the Remarketing Dealer by wire transfer in same-day
funds on such Remarketing Date.

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In case an Event of Default shall have occurred and be continuing, the
principal of all the Securities may be declared due and payable, in the manner
and with the effect, and subject to the conditions, provided in the Indenture.
The Indenture provides that in certain events such declaration and its
consequences may be waived by the Holders of a majority in aggregate principal
amount of the Securities then Outstanding and that, prior to any such
declaration, such Holders may waive any past default under the Indenture and its
consequences except a default in the payment of principal of, or interest on,
any of the Securities. Any such consent or waiver by the Holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Security and any
Security which may be issued in exchange or substitution hereof, whether or not
any notation thereof is made upon this Security or such other Securities.

The Indenture permits the Issuer and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding, evidenced as in the Indenture provided, to
modify the Indenture or any supplemental indentures or the rights of the Holders
of the Securities; provided that no such modification shall (a) change the
Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on the redemption thereof or impair or affect the rights of any
Securityholder to institute suit for the payment thereof or make any change in
Section 4.9 of the Indenture (which relates to the obligation of the Issuer to
offer to purchase the Securities upon a Change of Control, as described below)
which adversely affects the rights of the Holders of the Securities without the
consent of the Holder of each Security so affected; (b) reduce the aforesaid
percentage of Securities, the consent of the Holders of which is required for
any such modification or the percentage of Securities, the consent of Holders of
which is required for any waiver provided for in the Indenture; (c) change any
obligation of the Issuer to maintain an office or agency for payment of and
transfer and exchange of the Securities; or (d) make certain changes to
provisions relating to waiver or to the provision for supplementing the
Indenture; in each case without consent of the Holders of all Securities then
Outstanding.

No reference herein to the Indenture and no provision of this Security
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
Security at the place, times, and rate, and in the currency, herein prescribed.

The Securities are issuable only as registered Securities without
coupons in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof.

At the office or agency of the Issuer referred to on the face hereof
and in the manner subject to the limitations provided in the Indenture,
Securities may be presented for exchange for a like aggregate principal amount
of Securities of other authorized denominations.

Upon due presentment for registration of transfer of this Security at
the above-mentioned office or agency of the Issuer, a new Security or Securities
of authorized denominations, for a like aggregate principal amount, will be
issued to the transferee as provided in the Indenture. No service charge shall
be made for any such transfer, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

In the event of a Change of Control (as defined in the Indenture), the
Issuer has the obligation, subject to certain conditions, to offer to purchase
the Securities at 101% of the principal amount thereof plus accrued interest to
the date of purchase in accordance with the procedures set forth in the
Indenture. As further

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described in the Indenture, a Change of Control will not be deemed to have
occurred if, after giving effect thereto, the Securities are rated Investment
Grade (as defined in the Indenture).

The Issuer, the Trustee, and any authorized agent of the Issuer or the
Trustee, may deem and treat the registered Holder hereof as the absolute owner
of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Issuer or the Trustee or any authorized agent of the Issuer or
the Trustee), for the purpose of receiving payment of, or on account of, the
principal hereof and premium, if any, and, subject to the provisions on the face
hereof, interest hereon and for all other purposes, and neither the Issuer nor
the Trustee nor any authorized agent of the Issuer or the Trustee shall be
affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of, and
interest on, this Security, for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Issuer or of any successor corporation, either
directly or through the Issuer or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforce ment of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

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FORM OF ASSIGNMENT

I or we assign and transfer this Security to:

(Insert assignee's social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Security on the books of the Issuer. The Agent may
substitute another to act for him.

Date:                                           Your Signature:

(Sign exactly as your name appears exactly on the other
side of this Security)

*Signature Guarantee:

*Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which
requirements include membership or participation in STAMP or such
other "signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934.

FORM OF OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Security purchased by the Issuer pursuant to
Section 4.9 of the Indenture, check the Box: [insert #].

If you wish to have a portion of this Security purchased by the Issuer
pursuant to Section 4.9 of the Indenture, state the amount (in original
principal amount):

$
-----------

Date:                   Your Signature:

(Sign exactly as your name appears exactly on the other
side of this Security)

Signature Guarantee:
--------------------------------------

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