<PAGE>

    As filed with the Securities and Exchange Commission on April 5, 2002.

                                    This Registration Statement also constitutes
         Post-Effective Amendment No. 1 to Registration Statement No. 333-51885.

                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


<TABLE>
<S>                                  <C>                             <C>
UNISYS CORPORATION                            Delaware               38-0387840
UNISYS CAPITAL TRUST I                        Delaware               04-3626139
UNISYS CAPITAL TRUST II                       Delaware               04-3626145
(Exact Name of Registrant as         (State of Incorporation)        (I.R.S. Employer Identification No.)
Specified in Its Charter)
</TABLE>


                                   Unisys Way
                          Blue Bell, Pennsylvania 19424
                                 (215) 986-4011
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                              Nancy Straus Sundheim
              Senior Vice President, General Counsel and Secretary
                               Unisys Corporation
                                  Unisys Way
                          Blue Bell, Pennsylvania 19424
                                 (215) 986-4008
       (Name, Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent For Service)

                                    Copy to:
                              Rise B. Norman, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017

      Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.

      If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

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

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

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

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
================================================================================

<PAGE>
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                    PROPOSED MAXIMUM
                                                                         AGGREGATE          PROPOSED MAXIMUM      AMOUNT OF
            TITLE OF EACH CLASS OF                  AMOUNT TO BE       OFFERING PRICE      AGGREGATE OFFERING    REGISTRATION
         SECURITIES TO BE REGISTERED               REGISTERED (1)   PER SECURITY (1) (2)   PRICE (1) (3) (4)         FEE
---------------------------------------------     ----------------  --------------------   ------------------    -------------
<S>                                               <C>               <C>                    <C>                   <C>
Debt Securities of Unisys Corporation (5)

Common Stock, par value $.01 per share, of
   Unisys Corporation (6) (7)

Preferred Stock, par value $1.00 per share,
   of Unisys Corporation (8)

Warrants of Unisys Corporation (9)

Stock Purchase Contracts of Unisys
   Corporation (10)

Stock Purchase Units (11)

Guarantees of Unisys Corporation of the Trust
   Preferred Securities of the Trusts (12)

Trust Preferred Securities of Unisys Capital
   Trust I (13)

Trust Preferred Securities of Unisys Capital
   Trust II (13)

             Total..........................       $1,350,000,000                             $1,350,000,000         $124,200
</TABLE>

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

(1)   Pursuant to General Instruction II.D of Form S-3, the amount to be
      registered, proposed maximum offering price per security and proposed
      maximum aggregate offering price have been omitted for each class of
      securities registered hereunder.

(2)   The proposed maximum aggregate offering price per security will be
      determined from time to time by the relevant registrant in connection with
      the issuance by that registrant of the securities registered hereunder.

(3)   The proposed maximum aggregate offering price has been estimated solely
      for purposes of calculating the registration fee pursuant to Rule 457(o)
      under the Securities Act of 1933 and reflects the maximum offering price
      of securities issued, rather than the principal amount of securities that
      may be issued at a discount and shall not exceed $1,350,000,000 or the
      equivalent thereof, based on the exchange rate on the applicable offering
      date, in one or more currencies or currency units identified by the
      applicable registrant at the time of offering.

(4)   Excluding accrued interest, distributions and dividends, if any.

(5)   An indeterminate number of debt securities of Unisys Corporation are
      covered by this registration statement. Debt securities may be issued (a)
      separately, (b) as part of stock purchase units that are registered hereby
      or (c) upon exercise of warrants to purchase debt securities that are
      registered hereby.

(6)   An indeterminate number of shares of common stock of Unisys Corporation
      are covered by this registration statement. Common stock may be issued (a)
      separately, (b) upon the conversion of either the debt securities or the
      shares of preferred stock of Unisys Corporation, each of which is
      registered hereby, (c) upon settlement of stock purchase contracts of
      Unisys Corporation or stock purchase units, each of which is registered
      hereby or (d) upon exercise of warrants to purchase common stock that are
      registered hereby. Shares of common stock issued upon conversion of debt
      securities or preferred stock will be issued without the payment of
      additional consideration.

(7)   Includes an indeterminate number of rights to purchase Junior
      Participating Preferred Stock of Unisys Corporation (the "Rights"). The
      Rights trade with the common stock of Unisys Corporation and prior to the
      occurrence of certain events, the Rights will not be exercisable or
      evidenced separately from shares of common stock of Unisys Corporation.
      The value, if any, attributable to the Rights is reflected in the market
      price of the common stock.

(8)   An indeterminate number of shares of preferred stock of Unisys Corporation
      are covered by this registration statement. Preferred stock may be issued
      (a) separately, (b) as part of stock purchase units that are registered
      hereby or (c) upon exercise of warrants to purchase preferred stock that
      are registered hereby.

<PAGE>
(9)   An indeterminate number of warrants, representing rights to purchase debt
      securities, common stock or preferred stock of Unisys Corporation, each of
      which is registered hereby, are covered by this registration statement.

(10)  An indeterminate number of stock purchase contracts of Unisys Corporation
      are covered by this registration statement. Each stock purchase contract
      may be issued separately or as part of a stock purchase unit. A stock
      purchase contract obligates the holder, upon settlement, to purchase an
      indeterminate number of shares of common stock of Unisys Corporation or
      other securities. If a stock purchase contract is issued as part of a
      stock purchase unit, no separate consideration will be received for the
      stock purchase contract.

(11)  An indeterminate number of stock purchase units are covered by this
      registration statement. Each stock purchase unit consists of (a) a stock
      purchase contract, under which the holder, upon settlement, will purchase
      an indeterminate number of shares of common stock of Unisys Corporation or
      other securities and (b) a debt security of Unisys Corporation, a share of
      preferred stock of Unisys Corporation, a trust preferred security of a
      Trust (as defined below) or a debt obligation of a third party, including
      a U.S. Treasury security.

(12)  Includes all obligations of Unisys Corporation with respect to the Trusts
      and the trust preferred securities registered hereunder, and the rights of
      the holders of the trust preferred securities with respect thereto. No
      separate consideration will be received for any Guarantee or any other
      such obligations.

(13)  An indeterminate number of trust preferred securities of Unisys Capital
      Trust I and Unisys Capital Trust II (each, a "Trust") are covered by this
      registration statement. Trust preferred securities may be issued
      separately or as part of stock purchase units that are registered hereby.

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

      THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

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

      PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
CONTAINED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS AND RELATES TO
SECURITIES REGISTERED UNDER THIS REGISTRATION STATEMENT AS WELL AS $150,000,000
OF SECURITIES PREVIOUSLY REGISTERED AND REMAINING UNSOLD UNDER THE REGISTRATION
STATEMENT OF UNISYS CORPORATION ON FORM S-3 (NO. 333-51885). THIS REGISTRATION
STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO SUCH REGISTRATION
STATEMENT ON FORM S-3 (NO. 333-51885), WHICH AMENDMENT SHALL BECOME EFFECTIVE
CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT. IF
SECURITIES PREVIOUSLY REGISTERED UNDER THAT PREVIOUS REGISTRATION STATEMENT ARE
OFFERED AND SOLD BEFORE THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THE
AMOUNT OF PREVIOUSLY REGISTERED SECURITIES SO SOLD WILL NOT BE INCLUDED IN THE
PROSPECTUS HEREUNDER.

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

<PAGE>
      THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                   SUBJECT TO COMPLETION, DATED APRIL 5, 2002

                                   PROSPECTUS

                                 $1,500,000,000

                               UNISYS CORPORATION
                                 Debt Securities
                                  Common Stock
                                 Preferred Stock
                                    Warrants
                            Stock Purchase Contracts
                              Stock Purchase Units
                                   Guarantees

                             UNISYS CAPITAL TRUST I
                             UNISYS CAPITAL TRUST II
                           Trust Preferred Securities
                                  Guaranteed by
                               Unisys Corporation

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

      We will provide the specific terms of the securities in supplements to
this prospectus. You should read this prospectus and the related supplement
carefully before you invest.

      Our common stock is listed on the New York Stock Exchange under the symbol
"UIS."

      BEFORE YOU INVEST, YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS
BEGINNING ON PAGE 1.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                               Unisys Corporation
                                   Unisys Way

                               Blue Bell, PA 19424

                                 (215) 986-4011

                    This prospectus is dated _________, 2002.

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
ABOUT THIS PROSPECTUS .....................................................    1

RISK FACTORS ..............................................................    1

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS ................................    5

ABOUT UNISYS ..............................................................    5

ABOUT THE TRUSTS ..........................................................    6

USE OF PROCEEDS ...........................................................    6

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS ...............................    6

DESCRIPTION OF DEBT SECURITIES ............................................    7

DESCRIPTION OF CAPITAL STOCK ..............................................   15

DESCRIPTION OF WARRANTS ...................................................   19

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS ..........   20

DESCRIPTION OF TRUST PREFERRED SECURITIES .................................   21

DESCRIPTION OF TRUST PREFERRED SECURITIES GUARANTEES ......................   22

EFFECT OF OBLIGATIONS UNDER THE
SUBORDINATED DEBT SECURITIES AND THE GUARANTEES ...........................   25

PLAN OF DISTRIBUTION ......................................................   26

LEGAL MATTERS .............................................................   28

EXPERTS ...................................................................   28

WHERE YOU CAN FIND MORE INFORMATION .......................................   28
</TABLE>



                                        i

<PAGE>
                              ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that we filed with the
SEC using a shelf registration process. Under this shelf process, we may sell
any combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $1,500,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus.

      You should rely only on the information contained or incorporated by
reference in this prospectus and any applicable prospectus supplement. We have
not authorized anyone to provide you with different information. We are not
making offers to sell the securities in any jurisdiction where an offer or
solicitation is not permitted. The information in this prospectus is accurate
only as of the date on the front cover. You should not assume that the
information contained in this prospectus is accurate as of any other date. You
should read both this prospectus and any prospectus supplement together with the
additional information we incorporate by reference under the heading "Where You
Can Find More Information".

                                  RISK FACTORS

         In addition to the other information contained and incorporated in this
prospectus, you should consider carefully the following factors before deciding
to purchase any of the securities.

OUR BUSINESS IS AFFECTED BY CHANGES IN GENERAL ECONOMIC AND BUSINESS CONDITIONS.

         Our business is affected by changes in general economic and business
conditions. It also could be affected by acts of war, terrorism or natural
disasters. During 2001, we faced a very challenging economic environment,
compounded by the terrorist attacks of September 11. In this environment, many
organizations delayed planned purchases of information technology products and
services. For us, this was particularly the case in several key markets that we
serve: airlines and travel, financial services and communications, with the
impact most pronounced for us in high-end enterprise servers and in systems
integration and consulting projects. If the level of demand for our products and
services does not increase or if it declines in the future, our business could
be adversely affected.

WE FACE AGGRESSIVE COMPETITION IN THE INFORMATION SERVICES AND TECHNOLOGY
MARKETPLACE.

         The information services and technology markets in which we operate
include a large number of companies vying for customers and market share both
domestically and internationally. Our competitors include:

         -        computer hardware manufacturers;

         -        software providers;

         -        systems integrators;

         -        consulting and other professional services firms;

         -        outsourcing providers; and

         -        network services providers.

         Some of our competitors may develop competing products and services
that offer better price-performance or that reach the market in advance of our
offerings. Some of our competitors also have or may develop greater financial
and other resources than we have, with enhanced ability to compete for market
share generally, in some instances through significant economic incentives to
secure contracts. Some may also be better able to compete for skilled
professionals. Any of this could have an adverse effect on our business. Our
future results will depend on our ability to mitigate the effects of aggressive
competition on our revenues, pricing and margins and on our ability to attract
and retain talented people.

WE FACE VOLATILITY AND RAPID TECHNOLOGICAL CHANGE IN OUR INDUSTRY.

         We operate in a highly volatile industry characterized by rapid
technological change, evolving technology standards, short product life cycles
and continually changing customer demand patterns. Our success will depend, in
part, on our ability to anticipate and respond to these market trends and to
design, develop, introduce, deliver or obtain new and innovative products and
services on a timely and cost-effective basis. We may not be successful in
anticipating or responding to changes in technology, industry standards or
customer preferences, and the market may not demand or accept our services and
product offerings. In addition, products and services developed by our
competitors may make our offerings less competitive.


                                       1

<PAGE>
OUR FUTURE RESULTS WILL DEPEND ON OUR ABILITY TO GROW PROFITABLY IN OUR SERVICES
BUSINESS.

         In particular, we will need to:

         -        Accelerate growth in outsourcing and managed services - Our
                  outsourcing contracts are multi-year engagements under which
                  we take over management of a client's technology operations,
                  business processes or networks. We will need to maintain a
                  strong financial position in order to grow our outsourcing
                  business. In a number of these arrangements, we hire certain
                  of our clients' employees and may become responsible for the
                  related employee obligations, such as pension and severance
                  commitments. In addition, system development activity on
                  outsourcing contracts may require us to make significant
                  up-front investments. As long-term relationships, these
                  outsourcing contracts provide us a base of recurring revenue.
                  However, in the early phases of these contracts, gross margins
                  may be lower than in later years when the work force and
                  facilities have been rationalized for efficient operations and
                  an integrated systems solution has been implemented.

         -        Drive profitable growth in systems integration and consulting
                  - Our systems integration and consulting business has been
                  adversely affected by the recent economic slowdown. In this
                  economic environment, customers have been delaying systems
                  integration projects. Our ability to grow profitably in this
                  business will depend in part on an improvement in economic
                  conditions and a pick-up in demand for systems integration
                  projects. It will also depend on the success of the actions we
                  have taken to enhance the skills base and management team in
                  this business and to refocus the business on integrating
                  best-of-breed, standards-based solutions to solve client
                  needs. In addition, profit margins in this business are
                  largely a function of the rates we are able to charge for our
                  services and the chargeability of our professionals. If we are
                  not able to maintain the rates we charge or appropriate
                  chargeability for our professionals, our profit margins will
                  suffer. The rates we are able to charge for our services are
                  affected by a number of factors, including: our clients'
                  perception of our ability to add value through our services;
                  introduction of new services or products by us or our
                  competitors; pricing policies of our competitors; and general
                  economic conditions. Chargeability is also affected by a
                  number of factors, including: our ability to transition
                  employees from completed projects to new engagements; and our
                  ability to forecast demand for our services and thereby
                  maintain an appropriate head count.

OUR FUTURE RESULTS WILL DEPEND ON MARKET ACCEPTANCE OF OUR HIGH-END ENTERPRISE
SERVERS.

         In our technology business, we are focusing our resources on high-end
enterprise servers based on our Cellular MultiProcessing (CMP) architecture. Our
CMP servers are designed to provide mainframe-class capabilities with compelling
price-performance by making use of standards-based technologies such as Intel
chips and Microsoft operating system software. In recent months we have
transitioned both our legacy ClearPath servers and our Intel-based ES7000s to
the CMP platform, creating a common platform for all the company's high-end
server lines. Our future results will depend, in part, on customer acceptance of
our new CMP-based ClearPath Plus systems and our ability to maintain our
installed base for ClearPath, which continues to provide the majority of
operating profit in the company's technology business. In addition, our future
results will depend, in part, on our ability to generate new customers and
accelerate sales of the lower-margin Intel-based ES7000 line. The company
believes there is significant growth potential in the developing market for
high-end Intel-based servers running Microsoft operating system software.
However, competition in this new market is likely to intensify in coming years,
and our ability to succeed will depend on our ability to compete effectively
against enterprise server competitors with more substantial resources and on our
ability to achieve market acceptance of the ES7000 technology by clients,
systems integrators, and independent software vendors.

OUR CONTRACTS MAY NOT BE AS PROFITABLE OR PROVIDE THE LEVEL OF REVENUES THAT WE
EXPECT.

         A number of our long-term contracts for network services, outsourcing,
help desk and similar services do not provide for minimum transaction volumes.
As a result, revenue levels are not guaranteed.

                                       2

<PAGE>
In addition, some of these contracts may permit termination or may impose other
penalties if we do not meet the performance levels specified in the contracts.

         Some of our systems integration contracts are fixed-price contracts
under which we assume the risk for the delivery of the contracted services and
products at an agreed-upon fixed price. At times we have experienced problems in
performing some of these fixed-price contracts on a profitable basis and have
provided periodically for adjustments to the estimated cost to complete them.
Our future results will depend on our ability to perform these services
contracts profitably.

         We frequently enter into contracts with governmental entities. Risks
and uncertainties associated with these government contracts include the
availability of appropriated funds and contractual provisions that allow
governmental entities to terminate agreements at their discretion before the end
of their terms.

WE MAY FACE DAMAGE TO OUR REPUTATION OR LEGAL LIABILITY IF OUR CLIENTS ARE NOT
SATISFIED WITH OUR SERVICES OR PRODUCTS.

         The success of our business is dependent on strong, long-term client
relationships and on our reputation for responsiveness and quality. As a result,
if a client is not satisfied with our services or products, our reputation could
be damaged and our business adversely affected. In addition, if we fail to meet
our contractual obligations, we could be subject to legal liability, which could
adversely affect our business, operating results and financial condition.

OUR FUTURE RESULTS WILL DEPEND IN PART ON THE PERFORMANCE AND CAPABILITIES OF
THIRD PARTIES.

         We have commercial relationships with suppliers, channel partners and
other parties that have complementary products, services or skills. Our future
results will depend in part on the performance and capabilities of these third
parties, on the ability of external suppliers to deliver components at
reasonable prices and in a timely manner, and on the financial condition of, and
our relationship with, distributors and other indirect channel partners.

WE ARE SUBJECT TO THE RISKS OF DOING BUSINESS INTERNATIONALLY.

         We derive approximately 57% of our total revenue from international
operations. Due to our foreign operations, we are exposed to the effects of
foreign currency exchange rate fluctuations on the U.S. dollar. We use foreign
exchange forward contracts and foreign exchange options to manage our exposure
to market risks from changes in foreign currency exchange rates.

         In addition to fluctuations in foreign currency exchange rates, many
other factors beyond our control could affect our international business. These
include:

         -        changes in political or economic conditions;

         -        trade protection measures;

         -        import or export licensing requirements;

         -        the burdens of complying with a variety of foreign laws and
                  regulations;

         -        multiple and possibly overlapping and conflicting tax laws;
                  and

         -        weaker intellectual property protections in some
                  jurisdictions.


                                       3

<PAGE>
OUR SERVICES OR PRODUCTS MAY INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF
OTHERS.

         We cannot be sure that our services and products do not infringe on the
intellectual property rights of third parties, and we may have infringement
claims asserted against us or against our clients. These claims could cost us
money or prevent us from offering some services or products. Historically in our
contracts, we have generally agreed to indemnify our clients for any expenses or
liabilities resulting from claimed infringements of the intellectual property
rights of third parties. In some instances, the amount of these indemnities may
be greater than the revenues we receive from the client. Any claims or
litigation in this area, whether we ultimately win or lose, could be
time-consuming and costly, injure our reputation or require us to enter into
royalty or licensing arrangements.

WE INCURRED CHARGES IN THE FOURTH QUARTERS OF 2000 AND 2001.

         Given the weak economic environment and the rapidly changing market for
information technology products and services, we took actions in the fourth
quarters of each of 2000 and 2001 to reduce our cost structure and to refocus
our resources on higher-growth businesses and products. As a result:

         -        In the fourth quarter of 2000, we took a pre-tax charge of
                  $127.6 million, primarily for a work-force reduction. After
                  the charge and an extraordinary item, we reported net income
                  of $225.0 million for the full year.

         -        In the fourth quarter of 2001, we took a pre-tax charge of
                  $276.3 million, primarily for a work-force reduction. After
                  this charge and an extraordinary item, we reported a net loss
                  of $67.1 million for the full year.

We could incur charges and/or experience losses in the future.

                                       4

<PAGE>
                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

      This prospectus contains and incorporates by reference statements that do
not directly or exclusively relate to historical facts. These types of
statements are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. You can often identify forward-looking
statements by the use of words such as "may," "could," "project," "believe,"
"anticipate," "expect," "estimate," "continue," "potential," "plan" and
"forecast." Forward-looking statements rely on assumptions and are subject to
risks, uncertainties and other factors that could cause our actual results to
differ materially from the expectations suggested or implied by these
forward-looking statements. You should read and interpret forward-looking
statements together with the following, which describe these assumptions, risks,
uncertainties, and other factors:

      -     the risk factors contained in this prospectus under the caption
            "Risk Factors";

      -     our most recent Annual Report on Form 10-K under the heading
            "Management's Discussion and Analysis of Financial Condition and
            Results of Operations";

      -     our Quarterly Reports on Form 10-Q; and

      -     our other SEC filings.

      Any forward-looking statement speaks only as of the date on which that
statement is made. We will not update any forward-looking statement to reflect
events or circumstances that occur after the date on which the statement is
made.

                                  ABOUT UNISYS

      We are a worldwide information services and technology company providing
business solutions that help customers use information technology to seize
opportunities, overcome challenges and succeed in the global economy. We have
two business segments -- services and technology -- and we provide services and
technology to commercial businesses and governments throughout most of the
world.

      -     Services Segment -- In the services segment, we provide a range of
            services and solutions designed to help clients apply information
            technology to meet their business needs. Our portfolio of solutions
            and services includes consulting and systems integration;
            outsourcing, including the management of a customer's internal
            information systems and management of specific business processes,
            such as payment processing, mortgage administration and cargo
            management; network services involving the management and support of
            customers' multi-vendor networks, desktops and servers; and security
            solutions to protect systems, networks, applications and data.

      -     Technology Segment -- In the technology segment, we develop servers
            and related products that operate in high-volume, mission-critical
            environments. Major offerings include enterprise-class servers based
            on our Cellular MultiProcessing architecture, such as the ClearPath
            Enterprise server, which integrates proprietary and "open"
            platforms, and Intel-based servers with enterprise-class attributes,
            such as the ES7000 server; system middleware to power high-end
            servers; storage products; payment systems; and specialized
            technologies.

      The primary vertical markets we serve worldwide include financial
services, communications, transportation, media, commercial and public sector,
including the U.S. federal government.

      Products and services are marketed primarily through a direct sales force.
In certain foreign countries, we market primarily through distributors.

      No single customer accounts for more than 10% of our consolidated revenue.
Sales of commercial products to various agencies of the U.S. government
represented 10% of total consolidated revenue in 2001.


                                       5

<PAGE>
      The principal executive offices of Unisys are located at Unisys Way, Blue
Bell, Pennsylvania 19424. Our telephone number is (215) 986-4011.

                                ABOUT THE TRUSTS

      Each of the trusts is a Delaware business trust governed by a declaration
of trust, which may be amended and restated from time to time, among the
trustees of each trust and Unisys Corporation, as sponsor of the trusts. From
time to time, the trusts may issue preferred securities and invest the proceeds
in subordinated debt securities issued by Unisys. Each time a trust offers its
trust preferred securities, it will provide the terms of those securities and
related matters in a prospectus supplement.

      Unisys will directly or indirectly own all of the common securities of
each of the trusts. The common securities will rank equally with, and each trust
will make payments on the common securities of that trust in proportion to, the
corresponding trust preferred securities, except that if an event of default
occurs under the applicable declaration of trust, our rights as holder of the
common securities to payments will be subordinated to your rights as holder of
the applicable preferred securities. We will, directly or indirectly, hold
common securities in an aggregate liquidation amount equal to 3% of the total
capital of each of the trusts, or such other amount stated in the applicable
prospectus supplement.

      Each trust will initially have four trustees. Three of them, referred to
as regular or administrative trustees, are officers or employees of Unisys. The
fourth, referred to as the Delaware trustee, is HSBC Bank & Trust Company
(Delaware), National Association, which has its principal place of business in
the State of Delaware. Prior to the issuance of any trust preferred securities,
we will appoint an additional trustee, referred to as the property trustee or
the institutional trustee, to act as property trustee for purposes of the Trust
Indenture Act of 1939. The property trustee will be HSBC Bank USA or another
financial institution that is not an affiliate of Unisys. Unisys, as holder of
the common securities, is entitled to appoint, remove or replace any of, or
increase or decrease the number of, the trustees of each of the trusts.

      The rights of the holders of the trust preferred securities of a trust,
including economic rights, rights to information and voting rights, and the
duties and obligations of the trustees of a trust, will be contained in and
governed by the declaration of that trust, as it may be amended and restated
from time to time, the Delaware Business Trust Act and the Trust Indenture Act
of 1939.

      We will pay all of the trusts' fees and expenses, including those relating
to any offering of preferred securities. In addition, we guarantee payments on
the preferred securities to the extent the trusts can themselves make payments
on the preferred securities.

      The office of the Delaware trustee for each trust is 1201 Market Street,
Suite 1001, Wilmington, Delaware 19801. Each trust's principal place of business
is 15 Atlantic Avenue, Ocean View, Delaware 19970.

                                 USE OF PROCEEDS

      Unless we indicate otherwise in a prospectus supplement, we plan to use
the net proceeds from the sale of the securities for general corporate purposes,
to reduce or refinance indebtedness and to make acquisitions or engage in other
business opportunities. Any proceeds of securities issued by either of the
trusts would be used to purchase subordinated debt securities from us.

                RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS
             TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

      The ratio of earnings to fixed charges and the ratio of earnings to
combined fixed charges and preferred stock dividends for each of our last five
fiscal years appear below. We computed the ratio of earnings to fixed charges by
dividing earnings by fixed charges. We computed the ratio of earnings to
combined fixed charges and preferred stock dividends by dividing earnings by the
sum of fixed charges and preferred dividend requirements. Earnings consist of
income (loss) from continuing operations before income taxes, minus
undistributed earnings of associated companies, plus amortization of capitalized
interest and fixed charges, less interest capitalized during the


                                       6


<PAGE>
period. Fixed charges consist of interest expense on all indebtedness, interest
capitalized during the period, amortization of debt issuance expense and the
portion of rental expense representative of interest. We had no outstanding
preferred stock and paid no preferred stock dividends after 1999.

RATIO OF EARNINGS TO FIXED CHARGES


<TABLE>
<CAPTION>
                                  YEAR ENDED DECEMBER 31
               -----------------------------------------------------------------
               1997               1998          1999         2000           2001
               ----               ----          ----         ----           ----
<S>            <C>                <C>           <C>          <C>            <C>
                 *                3.63          5.27         3.56             *
</TABLE>


----------

      * Earnings for the years ended December 31, 1997 and 2001 were inadequate
to cover fixed charges by approximately $742.2 million and $61.5 million,
respectively.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS


<TABLE>
<CAPTION>
                                  YEAR ENDED DECEMBER 31
               -----------------------------------------------------------------
               1997               1998          1999         2000           2001
               ----               ----          ----         ----           ----
<S>            <C>                <C>           <C>          <C>            <C>
                 *                2.53          4.25         3.56             *
</TABLE>


----------

      * Earnings for the years ended December 31, 1997 and 2001 were inadequate
to cover combined fixed charges and preferred stock dividends by approximately
$742.2 million and $61.5 million, respectively.

                         DESCRIPTION OF DEBT SECURITIES

      This section describes the general terms and provisions of our debt
securities. You should refer to the applicable indenture and the applicable
prospectus supplement for more specific information and the specific terms of a
particular offering.

GENERAL

      Our debt securities will be either senior debt securities or subordinated
debt securities. The senior debt securities will rank equally with all of our
existing and future unsecured and unsubordinated indebtedness. The subordinated
debt securities will rank junior to all of our existing and future senior
indebtedness in right of payment.

      The senior debt securities will be issued under a senior indenture between
us and HSBC Bank USA or another trustee chosen by us, and the subordinated debt
securities will be issued under a subordinated indenture between us and HSBC
Bank USA or another trustee chosen by us, in each case, as may be supplemented
by a supplemental indenture relating to the specific terms of the debt
securities offered. We have filed forms of both indentures as exhibits to the
registration statement of which this prospectus is a part.

      The indentures will not limit the amount of debt securities that we may
issue and will permit us to issue securities from time to time in one or more
series. We may issue our debt securities separately, upon conversion of or in
exchange for our preferred stock or other debt securities or as part of a stock
purchase unit. The debt securities will be our direct unsecured general
obligations. They may bear interest at a fixed or floating rate or they may not
bear interest. We may issue debt securities at, above or below their stated
principal amount, as described more fully in the applicable prospectus
supplement.

      The applicable prospectus supplement will describe the following terms of
any series of debt securities that we may offer:


                                       7

<PAGE>
      -     the title of the debt securities;

      -     whether they are senior or subordinated;

      -     the total amount of the debt securities authorized and the amount
            outstanding, if any;

      -     any limit on the aggregate principal amount of the debt securities
            offered by that prospectus supplement;

      -     when the principal of the debt securities will mature;

      -     the interest rate, if any, or the method for determining it,
            including any procedures to determine, vary or reset the interest
            rate;

      -     when interest, if any, will be payable, as well as the record dates
            for determining to whom we will pay interest;

      -     where the principal of, and premium and interest if any on, the debt
            securities will be paid;

      -     redemption, call, repurchase or sinking fund provisions, if any;

      -     whether the debt securities will be issued in global or certificated
            form and, in the case of global securities, the name of the
            depositary, if any;

      -     if we are going to make payments to the holder in a foreign currency
            or currencies, the currency or currencies and manner of conversion
            from U.S. dollars;

      -     any index we may use to determine the amount of payment of principal
            of, and premium and interest if any on, the debt securities;

      -     whether the debt securities are convertible into or exchangeable for
            any other securities and the terms and conditions upon which a
            conversion or exchange may occur;

      -     any additions or changes to events of default or covenants provided
            in the applicable indenture;

      -     any other terms of the debt securities that vary from the terms in
            the applicable indenture;

      -     any material U.S. federal income tax considerations; and

      -     any other information we think is important with respect to the
            terms and other provisions of the securities.

DENOMINATIONS, REGISTRATION AND TRANSFER

      We will issue debt securities as registered securities (without coupons)
either in certificated form or in the form of one or more global securities. We
will issue book-entry debt securities as registered global securities. Each
global security will be issued in the denomination of the aggregate principal
amount of the securities that it represents. Unless otherwise stated in the
applicable prospectus, we will issue the debt securities in denominations of
$1,000 or integral multiples thereof.

      A holder may exchange certificated debt securities for other debt
securities of the same series in a like aggregate principal amount but in
different authorized denominations. Whenever any such debt securities are
surrendered for exchange, we will execute, and the trustee will authenticate and
deliver, the debt securities that the holder making the exchange is entitled to
receive.


                                       8

<PAGE>
      A holder may present debt securities in certificated form for registration
of transfer (with the form of transfer printed on the security duly executed) at
the office of the security registrar that we designate for such purpose. Unless
we state otherwise in the applicable prospectus supplement, the security
registrar will be the trustee we appointed under the indenture for the
applicable debt securities. There will be no service charge to register the
transfer, but the holder is responsible for paying any taxes and other
governmental charges. Any transfer or exchange is subject to the security
registrar being satisfied with the documents of title and identity of the person
making the request.

      For a discussion of restrictions on the exchange, registration and
transfer of global securities, see the section below entitled "-- Global
Securities".

PAYMENT AND PAYING AGENTS

      Unless otherwise indicated in an applicable prospectus supplement, we will
pay the principal of, and premium and interest if any on, debt securities to a
paying agent, whom we will designate from time to time. However, at our option
we may pay any interest (1) by check mailed to you at your address appearing in
the security register or (2) by wire transfer to an account maintained by you.
Unless otherwise stated in the applicable prospectus supplement, we will pay
interest to you on the applicable payment date if the debt security is
registered in your name at the close of business on the regular record date for
that interest payment.

      Unless otherwise indicated in an applicable prospectus supplement, the
trustee under the applicable indenture will act as our sole paying agent through
its principal office. We may at any time designate additional paying agents or
rescind the designation of any paying agent or approve a change in the office
through which any paying agent acts, except that we will be required to maintain
a paying agent in each place of payment for each series. If, after two years,
moneys that we paid to a paying agent remain unclaimed, the paying agent will
remit the moneys to us, together with any interest, and you may look only to us
for payment (or to the applicable state if we are required to escheat the
moneys).

GLOBAL SECURITIES

      We will deposit any global securities with a depositary or its nominee
identified in the applicable prospectus supplement. While the applicable
prospectus supplement will describe the specific terms of the depositary
arrangement, we expect the following general provisions to apply to our
depositary arrangements:

      Global securities will be registered in the name of the depositary or its
nominee. Upon the issuance of a global security, the depositary or nominee will
credit, on its book-entry registration and transfer system, the principal
amounts of the debt securities represented by the global security to the
accounts of institutions that have accounts with the depositary or nominee. If
we are offering and selling the debt securities directly, we will designate the
accounts to be credited; otherwise, our underwriter or agent will do so.
Ownership of beneficial interests in a global security will be limited to
participating institutions or their clients. The depositary or its nominee will
keep records of the ownership and transfer of beneficial interests in a global
security by participating institutions. Participating institutions will keep
records of the ownership and transfer of beneficial interests by their clients.
The laws of some jurisdictions may require that purchasers of securities receive
them in certificated form. This may limit the ability to transfer beneficial
interests in a global security.

      So long as the depositary or its nominee is the registered owner of a
global security, it will be considered the sole owner or holder of the debt
securities represented by the global security for all purposes under the
applicable indenture. Except as set forth below, owners of beneficial interests
in the global securities will not be entitled to have debt securities
represented by the global security registered in their names, will not receive
or be entitled to receive debt securities in certificated form and will not be
considered the owners or holders thereof under the applicable indenture.
Accordingly, if a holder owns a beneficial interest in a global security, the
holder must rely on the depositary and, if applicable, the participating
institution of which that holder is a client to exercise the rights of that
holder under the applicable indenture.

      The depositary may grant proxies and otherwise authorize participating
institutions to take any action that a holder is entitled to take under the
indentures. We understand that, according to existing industry practices, if we


                                       9

<PAGE>
request any action of holders, or any owner of a beneficial interest in a global
security wishes to give any notice or take any action, the depositary would
authorize the participating institutions to give the notice or take the action,
and the participating institutions would in turn authorize their clients to give
the notice or take the action.

      Generally, we will make payments on debt securities represented by a
global security directly to the depositary or its nominee. It is our
understanding that the depositary will then credit the accounts of participating
institutions, which will then distribute funds to their clients. We also expect
that payments by participating institutions to their clients will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of clients registered in "street names," and
will be the responsibility of the participating institutions. Neither we nor the
trustees, nor our respective agents, will have any responsibility, or bear any
liability, for any aspects of the records relating to or payments made on
account of beneficial interests in a global security, or for maintaining,
supervising or reviewing records relating to beneficial interests.

      Generally, a global security may be exchanged for certificated debt
securities only in the following instances:

      -     the depositary notifies us that it is unwilling or unable to
            continue as depositary, or it ceases to be a registered clearing
            agency, if required to be registered by law, and thereafter a
            successor is not appointed within 90 days; or

      -     we determine in our sole discretion that we will no longer have debt
            securities represented by global securities or that we will permit
            global securities to be exchanged for certificated debt securities.

CERTAIN COVENANTS APPLICABLE TO SENIOR DEBT SECURITIES

      Unless otherwise indicated in the applicable prospectus supplement, senior
debt securities will have the benefit of the following covenants contained in
the senior indenture, and subordinated debt securities will not have the benefit
of these covenants:

Limitation Upon Mortgages and Liens

      Neither Unisys nor a Subsidiary will create or assume, except in favor of
Unisys or a Wholly-Owned Subsidiary, any mortgage, pledge, lien or encumbrance
upon any Real Property or any stock or indebtedness of any Subsidiary without
equally and ratably securing the outstanding senior debt securities. This
limitation will not apply to permitted encumbrances specified in the senior
indenture, including:

      -     mortgages, pledges, liens and encumbrances existing on the execution
            date of the senior indenture;

      -     purchase money mortgages entered into within specified time limits;

      -     liens existing on acquired property;

      -     tax, materialmen's, mechanics' and judgment liens, liens arising by
            operation of law and other similar liens;

      -     liens in connection with government contracts;

      -     mortgages, pledges, liens or encumbrances in favor of any state or
            local government or governmental agency in connection with
            tax-exempt financings;

      -     pledges of customers' accounts or paper; and

      -     mortgages, pledges, liens and encumbrances not otherwise permitted
            if the sum of the indebtedness thereby secured plus the Attributable
            Debt in respect of certain sale and leaseback


                                       10

<PAGE>
            transactions does not exceed the greater of $250,000,000 or 5% of
            Consolidated Stockholders' Equity.

Limitation Upon Sale and Leaseback Transactions

      Unisys and any Subsidiary will be prohibited from selling any Real
Property with the intention of taking back a lease thereof (other than a
temporary lease of not more than 36 months), unless:

      -     the sum of the Attributable Debt with respect to property involved
            in sale and leaseback transactions not otherwise permitted plus all
            indebtedness secured by certain mortgages, pledges, liens and
            encumbrances does not exceed the greater of $250,000,000 or 5% of
            Consolidated Stockholders' Equity; or

      -     the greater of the net proceeds of the sale or the fair market value
            of the Real Property (which may be conclusively determined by our
            board of directors) are applied within 120 days to the optional
            retirement of outstanding senior debt securities or to the optional
            retirement of other Funded Debt (as defined in the senior indenture)
            ranking on a parity with the senior debt securities.

Certain Definitions

      The capitalized terms used in the summary of the covenants above have the
      following definitions:

      "Attributable Debt" means, as to any sale and leaseback transaction, at
      any date as of which the amount thereof is to be determined, the total
      amount determined by multiplying (1) the aggregate sale price of the Real
      Property by (2) a fraction, the numerator of which is the number of months
      in the unexpired term of the lease of the Real Property and the
      denominator of which is the number of months in the full term of such
      lease (in each case excluding any renewal term unless the renewal is at
      the option of the lessor).

      "Consolidated Stockholders' Equity" means the total stockholders' equity
      of Unisys and its consolidated subsidiaries which, under generally
      accepted accounting principles in the United States, would appear on a
      consolidated balance sheet of Unisys and its subsidiaries, excluding
      direct equity adjustments effected pursuant to certain generally accepted
      accounting principles.

      "Real Property" means any real property, and any building, structure or
      other facility thereon, located in the United States that Unisys or any
      Subsidiary owns and that has a gross book value (without deduction of any
      depreciation reserves) on the date as of which the determination is being
      made in excess of 1% of Consolidated Stockholders' Equity. The definition
      excludes any such real property and any building, structure or other
      facility or portion thereof thereon, that in the opinion of our board of
      directors, is not of material importance to the business conducted by
      Unisys and its Subsidiaries, taken as a whole.

      "Subsidiary" means any corporation of which at least a majority of the
      outstanding voting stock is owned by Unisys or by other Subsidiaries, but
      will not include any such corporation (an "Affiliated Corporation") which:

            -     does not transact any substantial portion of its business or
                  regularly maintain any substantial portion of its operating
                  assets in the United States;

            -     is principally engaged in financing sales or leases of
                  merchandise, equipment or services by Unisys, a Subsidiary or
                  another Affiliated Corporation;

            -     is principally engaged in holding or dealing in real estate;
                  or

            -     is principally engaged in the holding of stock in, and/or the
                  financing of operations of, Affiliated Corporations.


                                       11


<PAGE>
      "Wholly-Owned Subsidiary" means a Subsidiary of which all of the
      outstanding voting stock (other than directors' qualifying shares) is at
      the time, directly or indirectly, owned by Unisys and/or by one or more
      Wholly-Owned Subsidiaries.

CONSOLIDATION, MERGER, SALE OR LEASE OF ASSETS

      Each indenture provides that we, without the consent of the holders of any
of the outstanding debt securities, may consolidate with or merge into, or
transfer or lease our assets substantially as an entirety to, any corporation
organized under the laws of any domestic jurisdiction, provided that:

      -     the successor corporation assumes our obligations under the
            indenture and the debt securities issued thereunder;

      -     after giving effect to the transaction, no event of default and no
            event which, after notice or lapse of time, would become an event of
            default shall have occurred and be continuing; and

      -     any other conditions that may be specified with respect to a
            particular series of debt securities are met.

EVENTS OF DEFAULT

      Except as may be provided in a prospectus supplement, any of the following
events will constitute an event of default for a series of debt securities under
an indenture:

      -     failure to pay principal of or any premium on any debt security of
            that series when due;

      -     failure to pay any interest on any debt security of that series when
            due, continued for 30 days;

      -     failure to deposit any sinking fund payment in respect of any debt
            security of that series when due;

      -     failure to perform any other covenant of Unisys in the applicable
            indenture (other than a covenant included in the indenture solely
            for the benefit of a series of debt securities other than that
            series), continued for 60 days after written notice as provided in
            the indenture;

      -     certain events of bankruptcy, insolvency or reorganization; and

      -     any other event of default provided with respect to debt securities
            of that series.

      If there is an event of default with respect to a series of our debt
securities, which continues for the requisite amount of time, either the trustee
or holders of at least 25% in aggregate principal amount of that series may
declare the principal amount of all the debt securities of that series to be due
and payable immediately. If we issued the securities with original issue
discount, less than the stated principal amount may become payable. At any time
after a declaration of acceleration with respect to debt securities of any
series has been made, but before a judgment or decree based on acceleration has
been obtained, the holders of a majority in aggregate principal amount of
outstanding debt securities of that series may, under certain circumstances,
rescind and annul the acceleration.

      Each of the indentures provides that, subject to the trustee's duty to act
with the required standard of care during a default, the applicable trustee will
be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders, unless the holders
have offered reasonable indemnity to the applicable trustee. Subject to these
provisions for the indemnification of the trustee, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or power
conferred on the trustee, with respect to the debt securities of that series.

      We are required to furnish the trustees annually with a statement as to
our compliance with our obligations under the indentures and as to any defaults.


                                       12

<PAGE>
MODIFICATION AND WAIVER

      We and the trustees may enter into supplemental indentures without the
consent of any holders of the debt securities for the purposes, among other
things, of expanding our covenants for the benefit of the holders of any series
of debt securities, adding additional events of default for the benefit of the
holders of any series of debt securities, adding guarantees, establishing the
form or terms of debt securities or curing ambiguities or inconsistencies.

      We may make other modifications and amendments to the indentures with the
consent of the holders of a majority in aggregate principal amount of the
outstanding debt securities of each series affected by the modification or
amendment. However, the consent of all of the holders of our debt securities
that are affected by a modification or amendment is required:

      -     to change the stated maturity of the principal of, or any
            installment of principal or interest on, any debt security;

      -     to reduce the principal amount of, or any premium or interest on,
            any debt security;

      -     to reduce the amount of principal of debt securities issued with
            original issue discount payable upon acceleration of the maturity
            thereof;

      -     to change the currency of payment of principal of, or any premium or
            interest on, any debt security;

      -     to impair the right to institute suit for the enforcement of any
            payment on or with respect to any debt security; or

      -     to reduce the percentage in principal amount of outstanding debt
            securities of any series, the consent of whose holders is required
            for modification or amendment of the indenture.

      The holders of a majority in aggregate principal amount of the outstanding
debt securities of each series may, on behalf of all holders of debt securities
of that series, waive any past default under the applicable indenture with
respect to debt securities of that series, except a default in the payment of
the principal of, or premium or interest if any on, any of the debt securities
of that series or in respect of a covenant or provision of the indenture that
cannot, under the terms of the indenture, be modified or amended without the
consent of the holders of each outstanding debt security affected thereby.

DEFEASANCE

      Except as specified with respect to debt securities of a particular
series, we may discharge our obligations in respect of the debt securities of
any series (including, in the case of the senior debt securities, our
obligations to abide by certain covenants) by depositing with the trustee, in
trust, money or government obligations which, through the payment of interest,
principal and premium, if any, in accordance with their terms, will provide
money in an amount sufficient to pay all the interest, principal and premium, if
any, on the debt securities of that series on the dates those payments are due
in accordance with the terms of the series. We must also, among other things,
deliver to the applicable trustee an opinion of counsel to the effect that (1)
the deposit and related defeasance would not cause the holders of the debt
securities of the series to recognize income, gain or loss for U.S. income tax
purposes and (2) the holders would be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
the deposit and related defeasance had not occurred. Notwithstanding the
foregoing, we may not be discharged from certain obligations to register the
transfer or exchange of debt securities of a series, convert debt securities of
a series, replace stolen, lost or mutilated debt securities of a series,
maintain paying agencies or hold moneys for payment in trust.


                                       13

<PAGE>
CONVERSION RIGHTS

      The applicable prospectus supplement will describe the terms on which
holders of our subordinated debt securities of a series may convert the
securities into our common stock. Conversion may be mandatory, at the option of
the holder, or at our option, as described in the applicable prospectus
supplement.

SUBORDINATION PROVISIONS

      Our subordinated debt securities will be subordinated in right of payment,
to the extent provided in the subordinated indenture or as described in an
applicable prospectus supplement, to the prior payment in full of our senior
indebtedness. If we distribute our assets to creditors upon liquidation,
dissolution, reorganization, insolvency, bankruptcy or under similar
circumstances, holders of our senior debt will be entitled to be paid in full
before any payments will be made on our subordinated debt securities. In
addition, unless otherwise provided in an applicable prospectus supplement, we
will not make any payment of principal, premium or interest with respect to
subordinated debt securities or on account of their purchase, redemption or
other acquisition if any default in the payment of principal, premium or
interest on any senior indebtedness occurs and continues beyond any applicable
grace period.

      If the subordinated trustee or the holders of our subordinated debt
securities receive a payment that should not have been paid because of the
existence of any of the events described above, they will be required to turn
over the funds to the holders of our senior debt. In addition, subject to the
payment in full of all senior debt, holders of subordinated debt securities will
be subrogated to the rights of the holders of that senior debt with respect to
the right to receive payments or distributions of our cash, property or
securities applicable to that senior debt until all amounts owing on the
subordinated debt securities are paid in full.

      By reason of this subordination, in the event of a distribution of assets
upon insolvency, certain of our creditors may recover more, ratably, than
holders of the subordinated debt securities.

      The subordinated indenture will not place any limits on the amount of
other indebtedness, including senior indebtedness that we may issue.

      "Senior indebtedness" with respect to any series of subordinated debt
securities will have the meaning specified in the applicable prospectus
supplement for that series. The prospectus supplement, or the information
incorporated by reference therein, will also set forth the approximate amount of
senior indebtedness outstanding as of a recent date.

ISSUANCE OF SUBORDINATED DEBT SECURITIES TO A TRUST

      If we issue debt securities to a trust in connection with the issuance of
trust preferred securities by that trust, those debt securities subsequently may
be distributed to the holders of the trust preferred and trust common securities
either:

      -     upon the dissolution of the trust; or

      -     upon the occurrence of events that we will describe in the
            applicable prospectus supplement.

NOTICES

      Notices will be mailed to holders of debt securities at their addresses as
they appear in the security register.

GOVERNING LAW

      The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.


                                       14

<PAGE>
CONCERNING THE TRUSTEE

      HSBC Bank USA has normal banking relationships with us and participates as
a lender in our revolving credit facility. It also serves as trustee under other
indentures with us pursuant to which unsecured senior debt securities are
currently outstanding.

                          DESCRIPTION OF CAPITAL STOCK

      This section describes the general terms of our common stock, including
associated rights to purchase shares of our junior participating preferred
stock, our preferred stock and certain provisions of the Delaware General
Corporation Law. For more detailed information, you should refer to our restated
certificate of incorporation, by-laws and rights agreement as amended, copies of
which have been filed with the SEC and incorporated by reference into this
prospectus, and the relevant provisions of the Delaware General Corporation Law.

GENERAL

      Our authorized capital stock consists of:

      -     720,000,000 shares of common stock, par value $.01 per share; and

      -     40,000,000 shares of preferred stock, par value $1 per share,
            including 1.5 million shares that have been designated as junior
            participating preferred stock.

As of December 31, 2001, there were approximately 320.5 million shares of common
stock and no shares of preferred stock outstanding.

COMMON STOCK

      Subject to the rights of any holders of shares of preferred stock and
except as otherwise may be required by applicable law, holders of shares of
common stock:

      -     are entitled to receive dividends when and as declared by the board
            of directors from funds legally available for that purpose;

      -     have the exclusive right to vote on all matters on which
            stockholders generally are entitled to vote, including the election
            of directors, and are entitled to one vote per share; and

      -     are entitled, upon any liquidation, dissolution or winding up of
            Unisys, to a pro rata distribution of the assets and funds available
            for distribution to stockholders.

Holders of shares of common stock do not have preemptive rights to subscribe for
additional shares of common stock or securities convertible into shares of
common stock. The common stock is listed on the New York Stock Exchange under
the symbol "UIS". EquiServe Limited Partnership and its subsidiary EquiServe
Trust Company, N.A. are the transfer agent for our common stock and our rights
agent.

      We have not declared or paid any cash dividends on our common stock since
1990 and do not anticipate declaring or paying dividends on the common stock in
the foreseeable future. Certain of our debt instruments and credit facilities
may restrict our ability to pay dividends.

      Any shares of common stock that we issue will be fully paid and
nonassessable.

PREFERRED SHARE PURCHASE RIGHTS AND JUNIOR PARTICIPATING PREFERRED STOCK

      We have distributed to our stockholders one preferred share purchase right
for each outstanding share of common stock pursuant to a Rights Agreement dated
as of March 7, 1986, as amended. Each right entitles its


                                       15

<PAGE>
holder, until the earlier of March 17, 2006 or the redemption of the rights, to
buy one three-hundredth of a share of our junior participating preferred stock
at an exercise price of $75. The rights are represented by the certificates for
shares of common stock and will not be exercisable, or transferable apart from
the shares of common stock, until the earlier of the tenth day after the
announcement that a person or group has acquired beneficial ownership of 20% or
more of the shares of common stock (a "20% holder") or the tenth day after a
person commences, or announces an intention to commence, an offer that, if
consummated, would result in a person beneficially owning 30% or more of the
shares of common stock as of that date. The rights could then begin trading
separately from the shares of common stock.

      If Unisys is acquired in a merger or other business combination
transaction, each right will entitle its holder to purchase, at the exercise
price of the right, common stock of the surviving company having a market value
of two times the exercise price of the right. Alternatively, if a 20% holder
were to acquire Unisys by means of a reverse merger in which Unisys and its
stock survive, or were to engage in certain "self-dealing" transactions, each
right not owned by the 20% holder would become exercisable for common stock
having a market value of two times the exercise price of the right.

      The rights are redeemable at $.01 2/3 per right at any time prior to the
time that a person or group becomes a 20% holder. The rights will expire on
March 17, 2006, unless we extend the expiration date or redeem the rights
earlier. At no time will the rights have any voting rights.

      The shares of junior participating preferred stock purchasable upon
exercise of the rights will be nonredeemable. Each share of junior participating
preferred stock will have a preferential quarterly dividend equal to the greater
of (1) $15 per share or (2) 300 times the aggregate dividend declared per share
of common stock. In the event of liquidation, the holders of the shares of
junior participating preferred stock will receive a preferred liquidation
payment of $100 per share, and will be entitled to receive an aggregate
liquidation payment per share equal to 300 times the payment made per share of
common stock. Each share of the junior participating preferred stock will have
300 votes, voting together with the shares of common stock. In the event of any
merger, consolidation or other transaction in which shares of common stock are
exchanged, each share of the junior participating preferred stock will be
entitled to receive 300 times the amount received per share of common stock. The
junior participating preferred stock has customary antidilution provisions to
protect the dividend, liquidation and voting rights described above.

      The purchase price payable, and the number of shares of junior
participating preferred stock or other securities or property issuable, upon
exercise of the rights are subject to adjustment from time to time to prevent
dilution in the event of certain dividends on, reclassifications of, or
distributions to the holders of, junior participating preferred stock. The
percentage of a share of junior participating preferred stock for which a right
is exercisable and the number of rights outstanding are also subject to
adjustment in the event of dividends on the shares of common stock payable in
shares of common stock or subdivisions, combinations or consolidations of the
shares of common stock, occurring, in any case, before the rights become
exercisable or transferable apart from the shares of common stock.

      One right is currently associated with each issued and outstanding share
of common stock. We will issue one right with each share of common stock issued
prior to March 17, 2006 unless, prior to the issuance, the rights are redeemed
or become exercisable and transferable apart from the shares of common stock.

      The rights have anti-takeover effects. The rights may cause substantial
dilution to a person or group that attempts to acquire us on terms that the
board of directors determines are not in the best interests of our stockholders.
The rights should not interfere with any merger or other business combination
approved by the board of directors since the rights may be redeemed at $.01 2/3
per right prior to the time that a person or group has acquired beneficial
ownership of 20% or more of the shares of common stock.

PREFERRED STOCK

      Our certificate of incorporation authorizes our board of directors to
provide for the issuance of shares of our preferred stock in multiple series
without the approval of stockholders. With respect to each series of preferred
stock we may offer, our board of directors has the authority, subject to
applicable law, to fix the following terms:


                                       16

<PAGE>
      -     the designation of the series;

      -     the number of shares within the series;

      -     the ranking of that series;

      -     whether dividends are cumulative and, if cumulative, the dates from
            which dividends are cumulative;

      -     the dividend rate, any conditions upon which dividends are payable,
            and the dates of payment of dividends;

      -     whether the shares are redeemable, the redemption price and the
            terms of redemption;

      -     the amount payable to you for each share you own if Unisys is
            dissolved or liquidated;

      -     whether the shares are convertible or exchangeable, the price or
            rate of exchange, and the applicable terms and conditions;

      -     any restrictions on issuance of shares in the same series or any
            other series;

      -     your voting rights for the shares you own; and

      -     any other rights, preferences or limitations of that series.

      Holders of any preferred shares will have no preemptive rights with
respect to these shares unless specified in the applicable prospectus
supplement. In addition, your rights with respect to your shares of preferred
stock will be subordinate to the rights of our general creditors. Any shares of
preferred stock that we issue will be fully paid and nonassessable.

      If we offer preferred stock, the applicable prospectus supplement will
describe the specific terms of the shares of preferred stock offered through
that prospectus supplement, as well as any general terms described in this
section that will not apply to those shares of preferred stock. In the
applicable prospectus supplement, we will also discuss any material U.S. federal
income tax considerations applicable to the preferred stock. We will file a copy
of the certificate of designations that contains the terms of each new series of
preferred stock with the SEC each time we issue a new series of preferred stock.
Each certificate of designations will establish the number of shares included in
a designated series and fix the designation, powers, privileges, preferences and
rights of the shares of each series as well as any applicable qualifications,
limitations or restrictions. You should refer to the applicable certificate of
designations as well as our certificate of incorporation before deciding to buy
shares of our preferred stock as described in the applicable prospectus
supplement.

ANTI-TAKEOVER PROVISIONS

Delaware Law

      Unisys is a Delaware corporation and subject to Section 203 of the
Delaware General Corporation Law. Generally, Section 203 prohibits a publicly
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the time of the
transaction in which the person became an interested stockholder. The provision
does not apply if:

      -     prior to such time, either the business combination or such
            transaction is approved by the board of directors of the
            corporation;

      -     upon consummation of the transaction that results in the stockholder
            becoming an interested stockholder, the interested stockholder owns
            at least 85% of the outstanding voting stock; or


                                       17

<PAGE>
         -        on or after such time, the business combination is approved by
                  the board and by the affirmative vote of at least 66 2/3% of
                  the outstanding voting stock that is not owned by the
                  interested stockholder.

A "business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within three years, did own) 15% or more of the corporation's outstanding voting
stock.

Corporate Documents

      Our certificate of incorporation and by-laws also contain anti-takeover
provisions that are intended to enhance the likelihood of continuity and
stability in the composition of the board of directors and that may have the
effect of delaying, deferring or preventing a future takeover or change in
control unless the board approves it. These provisions may also make it more
difficult to remove the current board of directors.

      -     Classified Board -- The certificate of incorporation and by-laws
            provide that the board of directors shall have no fewer than 10 and
            no more than 20 members, with the exact number to be fixed by the
            board of directors. The board of directors is divided into three
            classes of directors, as nearly equal in number as possible. One
            class of directors is elected each year for a term of three years.

      -     Removal of Directors; Vacancies -- Directors may be removed from
            office only for cause and only by the affirmative vote of at least
            80% of the outstanding voting stock. Vacancies in the board of
            directors and newly created directorships are filled for the
            unexpired term only by the vote of a majority of the remaining
            directors in office.

      -     Special Meetings of Stockholders -- Under the certificate of
            incorporation and by-laws, stockholders may not call a special
            meeting of stockholders. Only the board of directors, by resolution
            adopted by a majority of the entire board, may call a special
            meeting of stockholders.

      -     Action by Written Consent -- The Delaware General Corporation Law
            provides that, unless specifically prohibited by the certificate of
            incorporation, any action required or permitted to be taken by
            stockholders of a corporation may be taken without a meeting if a
            written consent setting forth the action to be taken is signed by
            the holders of outstanding shares of capital stock having the
            requisite number of votes that would be necessary to authorize or
            take the action at a meeting of stockholders. Our certificate of
            incorporation requires that stockholder action be taken at a meeting
            of stockholders and prohibits stockholder action by written consent.

      -     Business Combinations -- The certificate of incorporation provides
            that mergers, consolidations, sales or other transfers of assets of,
            issuances or reclassifications of securities of, or adoptions of
            plans of liquidation by Unisys (individually, a "corporate
            transaction") must be approved by 80% or more of the voting stock
            when the action involves a person (a "20% stockholder") who
            beneficially owns more than 20% of the then outstanding shares of
            voting stock, unless minimum price, form of consideration and
            procedural requirements (the "fair price provisions") are satisfied
            or unless a majority of the directors not affiliated with the 20%
            stockholder approve the corporate transaction.

      The affirmative vote of 80% or more of the then outstanding shares of
voting stock is required to amend, alter or repeal the provisions of the
certificate of incorporation and by-laws discussed above.

      The purpose of the provisions of the certificate of incorporation and
by-laws relating to (1) a classified board of directors; (2) the removal of
directors and the filling of vacancies; (3) the prohibition of stockholder
action by written consent and (4) supermajority voting requirements for the
repeal of these provisions is to help assure the continuity and stability of our
business strategies and policies and to discourage many types of transactions
that involve an actual or threatened change of control of Unisys. They are
designed to make it more difficult and time-consuming to change majority control
of the board of directors and thus to reduce the vulnerability of Unisys to an


                                       18

<PAGE>
unsolicited takeover proposal that does not contemplate the acquisition of at
least 80% of the voting stock or to an unsolicited proposal for the
restructuring or sale of all or part of the company.

      These charter and by-law provisions may make more difficult or discourage
a proxy contest, or the assumption of control, by a holder of a substantial
block of shares of common stock, or the removal of the incumbent board of
directors, and could thus increase the likelihood that incumbent directors will
retain their positions. In addition, since the fair price provisions discussed
above provide that corporate transactions involving Unisys and a 20% stockholder
may not be consummated without the approval of a majority of unaffiliated
directors (unless the transaction meets specified criteria or is approved by
supermajority vote), these provisions could give incumbent management the power
to prevent certain takeovers. The fair price provisions may also discourage
attempts to effect a "two-step" acquisition in which a third party purchases a
controlling interest in cash and acquires the balance of the voting stock for
less desirable consideration. Under the classified board and related provisions,
the third party would not immediately obtain the ability to control the board of
directors through its first-step acquisition and, under the fair price
provisions, having made the first-step acquisition, the third party could not
acquire the balance of the voting stock for a lower price without a
supermajority vote or the approval of a majority of the unaffiliated directors.

      These provisions of the certificate of incorporation and by-laws help
ensure that the board of directors, if confronted with an unsolicited proposal
from a third party that has acquired a block of shares of common stock, will
have sufficient time to review the proposal and to consider appropriate
alternatives for Unisys stockholders.

      These provisions are also intended to encourage persons seeking to acquire
control of Unisys to initiate such an acquisition through arm's-length
negotiations with the board of directors, who would then be in a position to
negotiate a transaction that would treat all stockholders in substantially the
same manner. The provisions may have the effect of discouraging a third party
from making an unsolicited tender offer or otherwise attempting to obtain
control of Unisys, even though such an attempt might be beneficial to the
company and its stockholders. In addition, since the provisions are designed to
discourage accumulations of large blocks of shares of common stock by purchasers
whose objective is to have those shares repurchased by the company at a premium,
the provisions could tend to reduce the temporary fluctuations in the market
price of common stock caused by these accumulations. Accordingly, Unisys
stockholders could be deprived of the opportunity to sell their shares at a
potentially higher market price.

      The preferred share purchase rights described above could also have the
effect of delaying, deferring or preventing a takeover or change in control of
Unisys.

                             DESCRIPTION OF WARRANTS

      We may issue warrants for the purchase of our debt securities, preferred
stock or common stock. We may issue warrants independently or together with
other securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a bank or trust company, as
warrant agent. The warrant agent will act solely as our agent in connection with
the warrants and will not have any obligation or relationship of agency or trust
for or with any holders or beneficial owners of warrants. We will file a copy of
the warrant agreement with the SEC in connection with any offering of warrants.

      We will describe the terms of any warrants we issue in a prospectus
supplement. Those terms will include the following:

      -     the title of the warrants;

      -     the offering price for the warrants, if any;

      -     the aggregate number of the warrants;

      -     the amount of securities that may be purchased upon exercise of a
            warrant and the exercise price;

      -     the currency or currency units in which the offering price, if any,
            and the exercise price are payable;


                                       19

<PAGE>
      -     a description of the securities purchasable upon exercise of the
            warrants;

      -     if applicable, a description of the securities with which the
            warrants are issued and the number of warrants issued with each such
            security;

      -     the dates on which the right to exercise the warrants will commence
            and expire;

      -     if applicable, the minimum or maximum amount of warrants that may be
            exercised at any one time;

      -     if applicable, the date on and after which the warrants and the
            related securities will be separately transferable;

      -     information relating to book-entry procedures, if any;

      -     anti-dilution provisions, if any;

      -     redemption or call provisions, if any; and

      -     any other information we think is important.

      In the applicable prospectus supplement, we will also discuss any material
U.S. federal income tax considerations applicable to the warrants.

      DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

      We may issue stock purchase contracts obligating holders to purchase from
us and obligating us to sell to the holders, a specified number of shares of
Unisys common stock or other securities at a future date or dates. The price per
share and number of shares of the securities may be fixed at the time the stock
purchase contracts are issued or may be determined by reference to a specific
formula set forth in the stock purchase contracts. We may issue the stock
purchase contracts separately or as a part of units, which we refer to as stock
purchase units. Stock purchase units would consist of (1) a stock purchase
contract and (2) Unisys debt securities or preferred stock, trust preferred
securities or debt obligations of third parties (including U.S. Treasury
securities), which may be pledged to secure the holders' obligations to purchase
the securities under the stock purchase contracts. The stock purchase contracts
may require us to make periodic payments to the holders of the stock purchase
units or vice versa, and such payments may be unsecured or prefunded on some
basis. The stock purchase contracts may require holders to secure their
obligations in a specified manner.

      The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not necessarily be complete, and reference may be made to the
stock purchase contracts, and, if applicable, collateral arrangements and
depositary arrangements, relating to the stock purchase contracts or stock
purchase units. In the applicable prospectus supplement, we will also discuss
any material U.S. federal income tax considerations applicable to the stock
purchase units or stock purchase contracts.


                                       20

<PAGE>
                    DESCRIPTION OF TRUST PREFERRED SECURITIES

GENERAL

      The declaration of each trust authorizes the regular trustees of the trust
to issue one series of trust preferred securities, the terms of which will be
described in the applicable prospectus supplement. The declaration will be
qualified as an indenture under the Trust Indenture Act. The trust preferred
securities will have the terms, including distributions, redemption, voting and
liquidation rights and other preferred, deferred or other special rights or
restrictions as are described in the declaration or made part of the declaration
by the Trust Indenture Act. These terms will mirror the terms of the
subordinated debt securities issued by Unisys to the trust and described in the
applicable prospectus supplement. You should read the prospectus supplement
relating to the trust preferred securities of the trust for specific terms,
including:

      -     the designation of the trust preferred securities;

      -     the number of trust preferred securities issued by the trust;

      -     the annual distribution rate or method of determining that rate, the
            distribution payment dates, the record dates for distribution
            payments and any additional amounts that may be payable with respect
            to the trust preferred securities;

      -     whether distributions will be cumulative and compounding and, if so,
            the dates from which distributions will be cumulative or compounded;

      -     any rights to defer distributions on the trust preferred securities
            by extending the interest payment period on the debt securities;

      -     the amount or amounts that will be paid out of the assets of the
            trust to the holders of trust preferred securities of the trust upon
            voluntary or involuntary dissolution, winding-up or termination of
            the trust;

      -     the obligation, if any, of the trust to purchase or redeem trust
            preferred securities issued by the trust and terms and conditions of
            such repurchase or redemption;

      -     the voting rights, if any, of trust preferred securities issued by
            the trust in addition to those required by law, including the number
            of votes per trust preferred security and any requirement for the
            approval by the holders of trust preferred securities, or of trust
            preferred securities issued by one or more trusts, or of both, as a
            condition to specified action or amendments to the declaration of
            that trust;

      -     the terms and conditions, if any, upon which the subordinated debt
            securities may be distributed to holders of trust preferred
            securities;

      -     any terms for any conversion or exchange of the debt securities or
            the trust preferred securities into other securities;

      -     if applicable, any securities exchange upon which the trust
            preferred securities will be listed; and

      -     any other relevant rights, preferences, privileges, limitations or
            restrictions of trust preferred securities issued by the trust not
            inconsistent with the declaration of the trust or with applicable
            law.

      In the applicable prospectus supplement, we will also discuss any material
U.S. federal income tax considerations applicable to the trust preferred
securities.

      In connection with the issuance of trust preferred securities, each trust
will issue one series of common securities. The declaration of each trust
authorizes the regular trustees of that trust to issue one series of common
securities that have the terms, including distributions, redemption, voting and
liquidation rights or other restrictions,


                                       21

<PAGE>
that are described in the declaration. The terms of the common securities issued
by a trust will be substantially identical to the terms of the trust preferred
securities issued by that trust and the common securities will rank equally, and
payments will be made on them proportionately, with the trust preferred
securities except that, upon an event of default under the declaration, the
rights of the holders of the common securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the trust preferred securities.
Except in certain limited circumstances, the common securities will also carry
the right to vote to appoint, remove or replace any of the trustees of a trust.
Unisys will own, directly or indirectly, all of the common securities of each
trust.

      Unisys will guarantee all trust preferred securities offered by this
prospectus to the extent set forth under the section below entitled "Description
of the Trust Preferred Securities Guarantees".

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF TRUST PREFERRED SECURITIES

      If an event of default under the declaration of one of the trusts occurs,
then the holders of trust preferred securities of that trust would rely on the
enforcement by the institutional trustee of its rights as a holder of the
applicable series of subordinated debt securities against us. In addition, the
holders of a majority in liquidation amount of the trust preferred securities of
that trust may direct the time, method and place of conducting any proceeding
for any remedy available to the institutional trustee or direct the exercise of
any trust or power conferred on the institutional trustee under the applicable
declaration, including the right to direct the institutional trustee to exercise
the remedies available to it as a holder of the subordinated debt securities. If
the institutional trustee does not enforce its rights under the applicable
series of subordinated debt securities, a holder of trust preferred securities
may institute a legal proceeding directly against us to enforce the
institutional trustee's rights under the applicable series of subordinated debt
securities without first instituting any legal proceeding against the
institutional trustee or any other person or entity.

      Notwithstanding the above, if an event of default under the applicable
declaration occurs and that event is attributable to our failure to pay interest
or principal on the applicable series of subordinated debt securities on the
applicable due date (or in the case of redemption, on the redemption date), then
a holder of trust preferred securities of that trust may directly institute a
proceeding for enforcement of payment on the subordinated debt securities having
a principal amount equal to the aggregate liquidation amount of the trust
preferred securities of that holder on or after the respective due date
specified in the applicable series of subordinated debt securities. In
connection with such a direct action, we will be subrogated to the rights of the
holder of trust preferred securities under the applicable declaration to the
extent of any payment we make to that holder in such a direct action.

              DESCRIPTION OF TRUST PREFERRED SECURITIES GUARANTEES

      Set forth below is a summary of information concerning the trust preferred
securities guarantees which we will execute and deliver for the benefit of the
holders of trust preferred securities. Each guarantee will be qualified as an
indenture under the Trust Indenture Act. HSBC Bank USA, or another trustee
chosen by us, will act as indenture trustee under each guarantee for purposes of
the Trust Indenture Act.

      Because the following is only a summary of the guarantee, it does not
contain all of the information that you may find useful. For more information,
you should read the form of guarantee, which is filed as an exhibit to the
registration statement of which this prospectus forms a part. Each guarantee
will be held by the guarantee trustee for the benefit of the holders of the
trust preferred securities of the applicable trust.

GENERAL

      Pursuant to each guarantee, we will irrevocably and unconditionally agree
to pay in full, to the holders of the trust preferred securities issued by a
trust, the guarantee payments (described below) (except to the extent paid by
that trust), as and when due, regardless of any defense, right of set-off or
counterclaim which that trust may have or assert. The following payments with
respect to trust preferred securities issued by a trust to the extent not paid
by that trust are called guarantee payments, and will be subject to the
guarantee (without duplication):


                                       22

<PAGE>
      -     any accrued and unpaid distributions that must be paid on the trust
            preferred securities, to the extent the trust has funds available;

      -     the redemption price, including all accrued and unpaid
            distributions, to the extent the trust has funds available, with
            respect to any trust preferred securities called for redemption by
            that trust; and

      -     upon a voluntary or involuntary dissolution, winding-up or
            termination of the trust (other than in connection with the
            distribution of subordinated debt securities to the holders of trust
            preferred securities or the redemption of all of the trust preferred
            securities), the lesser of:

            -     the aggregate of the liquidation amount and all accrued and
                  unpaid distributions on the trust preferred securities to the
                  date of payment, to the extent the trust has funds available,
                  or

            -     the amount of assets of the trust that remain available for
                  distribution to holders of the trust preferred securities in
                  liquidation of the trust.

      The redemption price and liquidation amount will be fixed at the time the
trust preferred securities are issued. We may satisfy our obligation to make a
guarantee payment by directly paying the holders of trust preferred securities
or by causing the applicable trust to pay the holders.

      Each guarantee will not apply to any payment of distributions except to
the extent the trust has funds available. If we do not make interest payments on
the subordinated debt securities purchased by a trust, the trust will not be
able to pay distributions on the trust preferred securities issued by it. The
guarantee, when taken together with our obligations under the subordinated debt
securities, the subordinated debt indenture and the declaration, including our
obligations to pay costs, expenses, debts and liabilities of the trust (other
than with respect to the trust's securities), will provide a full and
unconditional guarantee on a subordinated basis by us of payments due on the
trust preferred securities.

      We have also agreed separately to irrevocably and unconditionally
guarantee the obligations of the trusts with respect to the common securities to
the same extent as the guarantees, except that upon an event of default under
the subordinated debt indenture, holders of trust preferred securities will have
priority over holders of common securities with respect to distributions and
payments on liquidation, redemption or otherwise.

CERTAIN COVENANTS OF UNISYS

      In each guarantee, we will covenant that, so long as any trust preferred
securities issued by the applicable trust remain outstanding, if there is an
event of default under that guarantee or the declaration of that trust, then:

      -     we will not declare or pay any dividend on, make any distributions
            with respect to, or redeem, purchase or make liquidation payments
            with respect to, any of our capital stock, other than:

            -     purchases or acquisitions of shares of our common stock in
                  connection with the satisfaction by us of our obligations
                  under any employee benefit plans or the satisfaction by us of
                  our obligations pursuant to any contract or security requiring
                  us to purchase shares of our common stock,

            -     as a result of a reclassification of our capital stock or the
                  exchange or conversion of one class or series of our capital
                  stock for another class or series of our capital stock, or

            -     the purchase of fractional interests in shares of our capital
                  stock pursuant to the conversion or exchange provisions of
                  such capital stock or the security being converted or
                  exchanged,

            or make any guarantee payments with respect to the above; and

      -     we will not make any payment of interest, principal or premium, if
            any, on or repay, repurchase or redeem any debt securities
            (including guarantees) issued by us which rank equally with or
            junior to such subordinated debt securities.


                                       23

<PAGE>
MODIFICATION OF THE TRUST PREFERRED SECURITIES GUARANTEES; ASSIGNMENT

      Except with respect to any changes that do not adversely affect the rights
of holders of trust preferred securities (in which case no vote will be
required), the prior approval of the holders of at least a majority in
liquidation amount of the outstanding trust preferred securities issued by the
applicable trust is required to amend each guarantee. The manner of obtaining
the approval of holders of trust preferred securities will be set forth in an
accompanying prospectus supplement. All guarantees and agreements contained in a
guarantee will bind our successors, assigns, receivers, trustees and
representatives and will inure to the benefit of the holders of the trust
preferred securities of the applicable trust then outstanding.

TERMINATION OF THE GUARANTEE

      A guarantee will terminate upon:

      -     full payment of the redemption price of all trust preferred
            securities of the applicable trust;

      -     distribution of the subordinated debt securities held by the trust
            to the holders of the trust preferred securities; or

      -     full payment of the amounts payable upon liquidation of that trust.

Each guarantee will continue to be effective or will be reinstated, as the case
may be, if at any time any holder of trust preferred securities issued by the
applicable trust must restore payment of any sums paid under the trust preferred
securities or the guarantee.

EVENTS OF DEFAULT

      An event of default under a guarantee will occur if we fail to perform any
of our payment or other obligations under it.

      The holders of a majority in liquidation amount of the trust preferred
securities relating to the guarantee may direct the time, method and place of
conducting any proceeding for any remedy available to the guarantee trustee in
respect of the guarantee or to direct the exercise of any trust or power
conferred on that trustee under those trust preferred securities. If that
trustee fails to enforce the guarantee, any holder of trust preferred securities
relating to that guarantee may institute a legal proceeding directly against us
to enforce the guarantee trustee's rights under the guarantee, without first
instituting a legal proceeding against the relevant trust, that trustee or any
other person or entity.

      Notwithstanding the above, if we fail to make a guarantee payment, a
holder of trust preferred securities may directly institute a proceeding against
us for enforcement of the guarantee for that payment. We waive any right or
remedy to require that any action be brought first against the trust or any
other person or entity before proceeding directly against us.

      The guarantee trustee, before the occurrence of a default with respect to
a guarantee, performs only the duties specifically set forth in the guarantee
and, after default, will exercise the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Subject to
the above, the guarantee trustee is under no obligation to exercise any of the
powers vested in it by a guarantee at the request of any holder of trust
preferred securities, unless offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred.

STATUS OF THE TRUST PREFERRED SECURITIES GUARANTEES

      The guarantees will constitute unsecured obligations of ours and will
rank:

      -     subordinate and junior in right of payment to all our other
            liabilities,


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<PAGE>
      -     equally with the most senior preferred or preference stock now or
            later issued by us and with any guarantee now or later entered into
            by us in respect of any preferred or preference stock of any
            affiliate of ours, and

      -     senior to our common stock.

      The terms of the trust preferred securities will provide that each holder
of trust preferred securities issued by an applicable trust agrees to the
subordination provisions and other related terms of the guarantee.

      The guarantees will constitute a guarantee of payment and not of
collection. That is, the guaranteed party may institute a legal proceeding
directly against the guarantor to enforce its rights under the guarantee without
instituting a legal proceeding against any other person or entity.

INFORMATION CONCERNING THE TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE

      HSBC Bank USA has normal banking relationships with us and participates as
a lender in our revolving credit facility.

GOVERNING LAW

      The guarantees will be governed by and construed in accordance with the
laws of New York State.

                           EFFECT OF OBLIGATIONS UNDER
               THE SUBORDINATED DEBT SECURITIES AND THE GUARANTEES

      As set forth in the declaration of each trust, the sole purpose of each
trust is to issue securities evidencing undivided beneficial interests in the
assets of that trust, and to invest the proceeds from that issuance and sale in
the subordinated debt securities.

      As long as payments of interest and other payments are made when due on
the subordinated debt securities, those payments will be enough to cover
distributions and payments due on a trust's securities because of the following
factors:

      -     the aggregate principal amount of subordinated debt securities will
            be equal to the sum of the aggregate stated liquidation amount of
            the trust's securities;

      -     the interest rate and the interest and other payment dates on the
            subordinated debt securities will match the distribution rate and
            distribution and other payment dates for the trust preferred
            securities;

      -     we will pay, and the applicable trust will not be obligated to pay,
            directly or indirectly, all costs, expenses, debt and obligations of
            the applicable trust (other than with respect to the trust
            securities); and

      -     the declaration provides that the trustees will not take or cause or
            permit the applicable trust to, among other things, engage in any
            activity that is not consistent with the purposes of the applicable
            trust.

      We guarantee all payments of distributions, to the extent funds are
available, and other payments due on the trust preferred securities, to the
extent funds are available, as set forth under "Description of Trust Preferred
Securities Guarantees" above. If we do not make interest payments on the
subordinated debt securities purchased by the applicable trust, the trust will
not have enough funds to pay distributions on the trust preferred securities.

      The guarantee does not apply to any payment of distributions unless and
until the applicable trust has enough funds to pay any distributions. The
guarantee covers the payment of distributions and other payments on the


                                       25

<PAGE>
trust preferred securities only if and to the extent that we have made a payment
of interest or principal on the subordinated debt securities held by the
applicable trust as its sole asset.

      The guarantee, when taken together with our obligations under the
subordinated debt securities and the subordinated debt indenture and our
obligations under the declaration, including our obligations to pay costs,
expenses, debts and liabilities of the applicable trust, other than with respect
to the trust securities, provides a full and unconditional guarantee of amounts
on the trust preferred securities.

      If we fail to make interest or other payments on the subordinated debt
securities when due, taking account of any extension period, the declaration
provides a mechanism whereby the holders of the trust preferred securities,
using the procedures described in the accompanying prospectus supplement, may
direct the institutional trustee to enforce its rights under the subordinated
debt securities. If the institutional trustee fails to enforce its rights under
the subordinated debt securities, a holder of trust preferred securities may
institute a legal proceeding against us to enforce the institutional trustee's
rights under the subordinated debt securities without first instituting any
legal proceeding against the institutional trustee or any other person or
entity.

      Notwithstanding the above, if an event of default under the declaration
has occurred and is attributable to our failure to pay interest or principal on
the subordinated debt securities on the applicable due date, or, in the case of
redemption, on the redemption date, then a holder of trust preferred securities
may institute a direct action for payment on or after the respective due date
specified in the subordinated debt securities. In connection with such a direct
action, we will be subrogated to the rights of that holder of trust preferred
securities under the declaration to the extent of any payment made by us to that
holder in the direct action.

      We acknowledge, under the guarantee, that the guarantee trustee will
enforce the guarantee on behalf of the holders of the trust preferred
securities. If we fail to make payments under the guarantee, the guarantee
provides a mechanism whereby the holders of the trust preferred securities may
direct the trustee to enforce its rights. Any holder of trust preferred
securities may institute a legal proceeding directly against us to enforce that
trustee's rights under the guarantee without first instituting a legal
proceeding against the applicable trust, that trustee, or any other person or
entity. We and each of the trusts believe that the above mechanisms and
obligations, taken together, provide a full and unconditional guarantee by
Unisys of payments due on the trust preferred securities.

                              PLAN OF DISTRIBUTION

      We and, if applicable, one of the trusts, may sell the offered securities
in and outside the United States (1) through underwriters or dealers, (2)
directly to purchasers, including our affiliates and stockholders, (3) through
agents or (4) through a combination of any of these methods. The prospectus
supplement will include the following information:

      -     the terms of the offering;

      -     the names of any underwriters or agents;

      -     the name or names of any managing underwriter or underwriters;

      -     the purchase price or initial public offering price of the
            securities;

      -     the net proceeds from the sale of the securities;

      -     any delayed delivery arrangements;

      -     any underwriting discounts, commissions and other items constituting
            underwriters' compensation;

      -     any discounts or concessions allowed or reallowed or paid to
            dealers; and

      -     any commissions paid to agents.


                                       26

<PAGE>
SALE THROUGH UNDERWRITERS OR DEALERS

      If underwriters are used in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.

      During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.

      Some or all of the securities that we offer though this prospectus may be
new issues of securities with no established trading market. Any underwriters to
whom we sell our securities for public offering and sale may make a market in
those securities, but they will not be obligated to do so and they may
discontinue any market making at any time without notice. Accordingly, we cannot
assure you of the liquidity of, or continued trading markets for, any securities
that we offer.

      If dealers are used in the sale of securities, we will sell the securities
to them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.

DIRECT SALES AND SALES THROUGH AGENTS

      We and, if applicable, one of the trusts, may sell the securities
directly. In this case, no underwriters or agents would be involved. We may also
sell the securities through agents designated from time to time. In the
prospectus supplement, we will name any agent involved in the offer or sale of
the offered securities, and we will describe any commissions payable to the
agent. Unless we inform you otherwise in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit purchases for the
period of its appointment.

      We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms of
any such sales in the prospectus supplement.

REMARKETING ARRANGEMENTS

      Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more remarketing firms, acting as principals for their
own accounts or as agents for us. Any remarketing firm will be identified and
the terms of its agreements, if any, with us and its compensation will be
described in the applicable prospectus supplement. Remarketing firms may be
deemed to be underwriters of the offered securities under the Securities Act of
1933.


                                       27

<PAGE>
DELAYED DELIVERY CONTRACTS

      If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us or the trusts at the public offering price under
delayed delivery contracts. These contracts would provide for payment and
delivery on a specified date in the future. The contracts would be subject only
to those conditions described in the prospectus supplement. The prospectus
supplement will describe the commission payable for solicitation of those
contracts.

GENERAL INFORMATION

      We may have agreements with the agents, dealers, underwriters and
remarketing firms to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, and to contribute with respect to
payments that the agents, dealers, underwriters or remarketing firms may be
required to make. We or our affiliates may have commercial relationships with
our agents, underwriters or dealers or their affiliates under which we provide
services to them in the ordinary course of business or they provide services to
us in the ordinary course of business.

                                  LEGAL MATTERS

      Except as otherwise set forth in the applicable prospectus supplement,
certain legal matters in connection with the securities (other than the trust
preferred securities) will be passed upon for Unisys by Nancy Straus Sundheim,
our Senior Vice President, General Counsel and Secretary, and for any agents or
underwriters by Simpson Thacher & Bartlett, New York, New York. Certain matters
of Delaware law relating to the validity of the trust preferred securities will
be passed upon on behalf of the trusts by Morris, Nichols, Arsht & Tunnel,
special Delaware counsel to the trusts. As of the date of this prospectus, Ms.
Sundheim owns 19,358 shares of Unisys common stock and holds options to purchase
301,500 additional shares of Unisys common stock.

                                     EXPERTS

      Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included or incorporated by reference in our
Annual Report on Form 10-K for the year ended December 31, 2001, as set forth in
their report, which is incorporated by reference in this prospectus. Our
financial statements and schedule are incorporated by reference in reliance on
Ernst & Young LLP's report given on their authority as experts in accounting and
auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available over the Internet at the
SEC's web site at www.sec.gov. You may also read and copy any document we file
with the SEC at their Public Reference Room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330 for more information.
You may read and copy reports and other information we file at the office of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.

      The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to separate documents. The information incorporated by reference
is considered to be part of this prospectus, and later information filed with
the SEC will update and supersede this information. We incorporate by reference
the documents listed below, and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until
the offering of the securities covered by the registration statement of which
this prospectus is a part is completed.

      1.    Our Annual Report on Form 10-K for the year ended December 31, 2001.

      2.    The description of our common stock contained in the registration
            statement of Burroughs Corporation on form 8-B dated May 22, 1984,
            as amended on Form 8 dated May 7, 1991.


                                       28

<PAGE>
      3.    The description of the preferred share purchase rights contained in
            the registration statement of Burroughs Corporation on Form 8-A
            dated March 11, 1986, as amended on Forms 8 dated, respectively,
            April 16, 1986, July 8, 1987, and May 7, 1991, on Form 8-A/A dated
            February 26, 1996 and on Form 8-K dated December 7, 2000.

      You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                               Unisys Corporation
                                   Unisys Way
                          Blue Bell, Pennsylvania 19424
                       Attention: Financial Communications
                                 (215) 986-5777

      We have not included any separate financial statements for the trusts.
They were omitted because the trusts are wholly owned subsidiaries of Unisys
Corporation, with no independent operations and we guarantee the obligations
relating to the trust securities. Although the trusts would normally be required
to file information with the SEC on an ongoing basis, we expect the SEC to
exempt the trusts from this filing obligation for as long as we continue to file
our information with the SEC.


                                       29

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

      Unisys Corporation (the "Company") expects to incur the following expenses
in connection with the issuance and distribution of the securities covered by
this Registration Statement:


<TABLE>
<S>                                                                                  <C>
         SEC Registration Fee...................................................     $124,200
         Trustees' and Transfer Agents' Fees....................................       50,000
         Printing and Engraving Expenses........................................      100,000
         Rating Agency Fees.....................................................      250,000
         Accounting Fees and Expenses...........................................      100,000
         Blue Sky Fees and Expenses.............................................       20,000
         Legal Fees and Expenses................................................      300,000
         Miscellaneous Expenses.................................................       50,000
                                                                                     --------
           Total................................................................     $994,200
</TABLE>


----------

All of the amounts are estimates except for the SEC registration fee.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
among other things:

      -     for permissive indemnification for expenses, judgments, fines and
            amounts paid in settlement actually and reasonably incurred by
            designated persons, including directors and officers of a
            corporation, in the event such persons are parties to litigation
            other than stockholder derivative actions if certain conditions are
            met;

      -     for permissive indemnification for expenses actually and reasonably
            incurred by designated persons, including directors and officers of
            a corporation, in the event such persons are parties to stockholder
            derivative actions if certain conditions are met;

      -     for mandatory indemnification for expenses actually and reasonably
            incurred by designated persons, including directors and officers of
            a corporation, in the event such persons are successful on the
            merits or otherwise in litigation covered by the two preceding
            bullet points; and

      -     that the indemnification provided for by Section 145 shall not be
            deemed exclusive of any other rights which may be provided under any
            by-law, agreement, stockholder or disinterested director vote, or
            otherwise.

      The Company's Certificate of Incorporation provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director except for liability
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section 174 of the DGCL
or (iv) for any transaction from which the director derived an improper personal
benefit.

      The Certificate of Incorporation also provides that each person who was or
is made a party to, or is involved in, any action, suit or proceeding by reason
of the fact that he or she is or was a director or officer of the Company (or
was serving at the request of the Company as a director, officer, employee or
agent for another entity) shall be indemnified and held harmless by the Company,
to the fullest extent authorized by the DGCL, as in effect (or, to the extent
indemnification is broadened, as it may be amended) against all expense,
liability or loss reasonably incurred by such person in connection therewith.
The Certificate of Incorporation further provides that such rights to
indemnification are contract rights and shall include the right to be paid by
the Company the expenses incurred in defending the proceedings specified above,
in advance of their final disposition, provided that, if the DGCL so


                                      II-1

<PAGE>
requires, such payment shall only be made upon delivery to the Company by the
indemnified party of an undertaking to repay all amounts so advanced if it shall
ultimately be determined that the person receiving such payment is not entitled
to be indemnified. Persons so indemnified may bring suit against the Company to
recover unpaid amounts, and if the suit is successful, the Company shall
reimburse the indemnified party for the expense of bringing the suit. The
Certificate of Incorporation provides that the right to indemnification and to
the advance payment of expenses shall not be exclusive of any other right which
any person may have or acquire under any statute, provision of the Company's
Certificate of Incorporation or By-Laws, or otherwise. By resolution effective
September 16, 1986, the Board of Directors extended the right to indemnification
provided directors and officers by the Certificate of Incorporation to employees
of the Company. The Certificate of Incorporation also provides that the Company
may maintain insurance, at its expense, to protect itself and any of its
directors, officers, employees or agents against any expense, liability or loss,
whether or not the Company would have the power to indemnify such person against
such expense, liability or loss under the DGCL.

      On April 28, 1988, at the Company's 1988 Annual Meeting of Stockholders,
the stockholders authorized the Company to enter into indemnification agreements
with its directors, and such indemnification agreements have been executed with
each of the directors of the Company. The indemnification agreements provide
that the Company shall, except in certain situations specified below, indemnify
a director against any expense, liability or loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) incurred by the director in connection with any actual or threatened
action, suit or proceeding (including derivative suits) in which the director
may be involved as a party or otherwise, by reason of the fact that the director
is or was serving in one or more capacities as a director or officer of the
Company or, at the request of the Company, as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other entity or enterprise.

      The indemnification agreements require indemnification except to the
extent (i) payment for any liability is made under an insurance policy provided
by the Company, (ii) indemnification is provided by the Company under the
Certificate of Incorporation or By-Laws, the DGCL or otherwise than pursuant to
the indemnification agreement, (iii) the liability is based upon or attributable
to the director gaining any personal pecuniary profit to which such director is
not legally entitled or is determined to result from the director's knowingly
fraudulent, dishonest or willful misconduct, (iv) the liability arises out of
the violation of certain provisions of the Securities Exchange Act of 1934 or
(v) indemnification has been determined not to be permitted by applicable law.

      The indemnification agreements further provide that, in the event of a
Potential Change in Control (as defined therein), the Company shall cause to be
maintained any then existing policies of directors' and officers' liability
insurance for a period of six years from the date of a Change in Control (as
defined therein) with coverage at least comparable to and in the same amounts as
that provided by such policies in effect immediately prior to such Potential
Change in Control. In the event of a Potential Change in Control, the
indemnification agreements also provide for the establishment by the Company of
a trust, for the benefit of each director, upon the written request by the
director. The trust shall be funded by the Company in amounts sufficient to
satisfy any and all liabilities reasonably anticipated at the time of such
request, as agreed upon by the director and the Company.

      The indemnification agreements also provide that no legal actions may be
brought by or on behalf of the Company, or any affiliate of the Company, against
a director after the expiration of two years from the date of accrual of such
cause of action, and that any claim or cause of action of the Company or its
affiliate shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such two year period.

      The directors and officers of the Company are insured against certain
civil liabilities, including liabilities under federal securities laws, which
might be incurred by them in such capacity.

ITEM 16. EXHIBITS.

      See the attached Exhibit Index.


                                       II-2

<PAGE>
ITEM 17. UNDERTAKINGS.

      The undersigned registrants hereby undertake:

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

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933 (the "Securities Act"), unless the
                  information required to be included in such post-effective
                  amendment is contained in a periodic report filed by the
                  registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 (the "Exchange Act") and
                  incorporated herein by reference;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement, unless
                  the information required to be included in such post-effective
                  amendment is contained in a periodic report filed by the
                  registrant pursuant to Section 13 or Section 15(d) of the
                  Exchange Act and incorporated herein by reference;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

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

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

      (4)   That, for purposes of determining any liability under the Securities
            Act, each filing of the Company's annual report pursuant to Section
            13(a) or Section 15(d) of the Exchange Act that is incorporated by
            reference in the registration statement shall be deemed to be a new
            registration statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof;

      (5)   That, for purposes of determining any liability under the Securities
            Act, the information omitted from the form of prospectus filed as
            part of this Registration Statement in reliance upon Rule 430A and
            contained in the form of prospectus filed by the registrant pursuant
            to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
            deemed to be part of this registration statement as of the time it
            was declared effective; and

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

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described in Item 15 above, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted against the registrants by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of their counsel the matter has been


                                       II-3

<PAGE>
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by them is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                      II-4

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Whitpain, Commonwealth of Pennsylvania, on April 
3, 2002.

                                      UNISYS CORPORATION

                                      BY:      /s/ LAWRENCE A. WEINBACH
                                        ----------------------------------------
                                                   LAWRENCE A. WEINBACH
                                                  CHAIRMAN, PRESIDENT AND
                                                  CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

      Each person whose individual signature appears below hereby authorizes
Lawrence A. Weinbach, Janet M. Brutschea Haugen, Nancy Straus Sundheim and Scott
A. Battersby, and each of them, with full power of substitution and full power
to act without the other, his or her true and lawful attorney-in-fact and agent
in his or her name, place and stead, to execute in the name and on behalf of
such person, individually and in each capacity stated below, any and all
amendments (including post-effective amendments) to this Registration Statement,
any registration statements on Form 462(b) and all documents relating thereto,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and generally
to do all such things in his or her name and on his or her behalf in his or her
respective capacities as officers or directors of Unisys Corporation to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 3, 2002.


<TABLE>
<CAPTION>
                        Signature                                                       Title
                        ---------                                                       -----
<S>                                                              <C>
                 /S/ LAWRENCE A. WEINBACH                              Chairman, President and Chief Executive
-----------------------------------------------------------          Officer (principal executive officer) and
                   LAWRENCE A. WEINBACH                                                Director

              /S/ JANET M. BRUTSCHEA HAUGEN                       Senior Vice President and Chief Financial Officer
-----------------------------------------------------------                 (principal financial officer)
                JANET M. BRUTSCHEA HAUGEN

                  /S/ CAROL S. SABOCHICK                               Vice President and Controller (principal
-----------------------------------------------------------                         accounting officer)
                    CAROL S. SABOCHICK
</TABLE>



                                      II-5

<PAGE>

<TABLE>
<S>                                                                                    <C>
                     /S/ J.P. BOLDUC                                                   Director
-----------------------------------------------------------
                       J.P. BOLDUC

                 /S/ JAMES J. DUDERSTADT                                               Director
-----------------------------------------------------------
                   JAMES J. DUDERSTADT

                   /S/ HENRY C. DUQUES                                                 Director
-----------------------------------------------------------
                     HENRY C. DUQUES

                  /S/ DENISE K. FLETCHER                                               Director
-----------------------------------------------------------
                    DENISE K. FLETCHER

                    /S/ GAIL D. FOSLER                                                 Director
-----------------------------------------------------------
                      GAIL D. FOSLER

                   /S/ MELVIN R. GOODES                                                Director
-----------------------------------------------------------
                     MELVIN R. GOODES

                   /S/ EDWIN A. HUSTON                                                 Director
-----------------------------------------------------------
                     EDWIN A. HUSTON

                   /S/ KENNETH A. MACKE                                                Director
-----------------------------------------------------------
                     KENNETH A. MACKE

                  /S/ THEODORE E. MARTIN                                               Director
-----------------------------------------------------------
                    THEODORE E. MARTIN
</TABLE>



                                      II-6

<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Unisys Capital
Trust I and Unisys Capital Trust II certify that they have reasonable grounds to
believe that they meet all of the requirements for filing on Form S-3 and have
caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Wilmington, State of
Delaware, on March 27, 2002.

                                           UNISYS CAPITAL TRUST I

                                           By:  /s/ Robert S. Manturuk
                                                --------------------------------
                                               Robert S. Manturuk, Trustee

                                           By:  /s/ Nancy L. Miller
                                                --------------------------------
                                               Nancy L. Miller, Trustee

                                           By:  /s/ Peter S. Noll
                                                --------------------------------
                                               Peter S. Noll, Trustee

                                           UNISYS CAPITAL TRUST II

                                           By:  /s/ Robert S. Manturuk
                                                --------------------------------
                                               Robert S. Manturuk, Trustee

                                           By:  /s/ Nancy L. Miller
                                                --------------------------------
                                               Nancy L. Miller, Trustee

                                           By:  /s/ Peter S. Noll
                                                --------------------------------
                                               Peter S. Noll, Trustee


                                      II-7

<PAGE>

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                          Document Description
------                          --------------------
<S>      <C>
1.1*     Form of Underwriting Agreement Basic Provisions (with forms of Terms
         Agreement for Debt Securities, Common Stock and Preferred Stock
         attached)

1.2**    Form of Underwriting Agreement (Preferred Securities of the Trusts)

1.3**    Form of Underwriting Agreement (Warrants)

1.4**    Form of Underwriting Agreement (Stock Purchase Contracts)

1.5**    Form of Underwriting Agreement (Stock Purchase Units)

1.6**    Form of Agency Agreement

4.1*     Form of Senior Indenture

4.2*     Form of Subordinated Indenture

4.3      Restated Certificate of Incorporation of Unisys Corporation
         (incorporated by reference to Exhibit 3.1 to Unisys Corporation's
         Quarterly Report on Form 10-Q for the quarterly period ended September
         30, 1999)

4.4      By-Laws of Unisys Corporation (incorporated by reference to Exhibit 3.3
         to Unisys Corporation's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2001)

4.5      Form of Rights Agreement dated as of March 7, 1986, which includes as
         Exhibit A, the Certificate of Designations for the Junior Participating
         Preferred Stock, and as Exhibit B, the Form of Rights Certificate
         (incorporated by reference to Exhibit 1 to Unisys Corporation's
         Registration Statement on Form 8-A, dated March 11, 1986)

4.6      Amendment No. 1 to Rights Agreement dated as of February 22, 1996
         (incorporated by reference to Exhibit 4 to Unisys Corporation's Current
         Report on Form 8-K dated February 22, 1996)

4.7      Amendment No. 2 to Rights Agreement dated as of December 7, 2000
         (incorporated by reference to Exhibit 4 to Unisys Corporation's Current
         Report on Form 8-K dated December 7, 2000)

4.8**    Form of Certificate of Designations with respect to preferred stock of
         Unisys Corporation

4.9**    Form of Warrant Agreement

4.10**   Form of Stock Purchase Contract

4.11**   Form of Stock Purchase Unit

4.12**   Form of Pledge Agreement with respect to Stock Purchase Contracts and
         Stock Purchase Units
</TABLE>


--------
*  Filed herewith.
** To be filed either by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934 and incorporated herein by reference.

<PAGE>

<TABLE>
<S>      <C>
4.13*    Certificate of Trust of Unisys Capital Trust I

4.14*    Certificate of Trust of Unisys Capital Trust II

4.15*    Declaration of Trust of Unisys Capital Trust I

4.16*    Declaration of Trust of Unisys Capital Trust II

4.17*    Form of Amended and Restated Declaration of Trust for Unisys Capital
         Trust I and Unisys Capital Trust II

4.18     Form of Trust Preferred Security (included in Exhibit 4.17)

4.19*    Form of Guarantee with respect to Trust Preferred Securities

5.1*     Opinion of Nancy Straus Sundheim, Senior Vice President, General
         Counsel and Secretary of Unisys Corporation, as to the validity of the
         debt securities, common stock, preferred stock, warrants, stock
         purchase contracts, stock purchase units and guarantees

5.2*     Opinion of Morris, Nichols, Arsht & Tunnell as to the validity of the
         preferred securities of each of Unisys Capital Trust I and Unisys
         Capital Trust II

12.1*    Statement of Computation of Ratio of Earnings to Fixed Charges
     
12.2*    Statement of Computation of Ratio of Earnings to Combined Fixed Charges
         and Preferred Stock Dividends

23.1*    Consent of Ernst & Young LLP (independent auditors)

23.2     Consent of Nancy Straus Sundheim (included in Exhibit 5.1)

23.3     Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5.2)

24       Power of Attorney (included on pages II-5 and II-6 of this Registration
         Statement)

25.1*    Statement of Eligibility on Form T-1 of HSBC Bank USA, as Trustee under
         Senior Indenture

25.2*    Statement of Eligibility on Form T-1 of HSBC Bank USA, as Trustee under
         Subordinated Indenture

25.3*    Statement of Eligibility on Form T-1 of HSBC Bank USA, as Property
         Trustee under Amended and Restated Declaration of Trust of Unisys
         Capital Trust I

25.4*    Statement of Eligibility on Form T-1 of HSBC Bank USA, as Property
         Trustee under Amended and Restated Declaration of Trust of Unisys
         Capital Trust II

25.5*    Statement of Eligibility on Form T-1 of HSBC Bank USA, as Guarantee
         Trustee under Guarantee with respect to Unisys Capital Trust I

25.6*    Statement of Eligibility on Form T-1 of HSBC Bank USA, as Guarantee
         Trustee under Guarantee with respect to Unisys Capital Trust II
</TABLE>


--------

*  Filed herewith.




<PAGE>
                               UNISYS CORPORATION

                                   Securities

                     UNDERWRITING AGREEMENT BASIC PROVISIONS

                                   March, 2002

         1. Introductory. Unisys Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell from time to time senior debt securities,
subordinated debt securities, convertible subordinated debt securities
(collectively, "Debt Securities"), preferred stock and common stock registered
under the registration statement referred to in Section 2(a) ("Registered
Securities"). If specified in a Terms Agreement referred to in Section 3, the
Company proposes to grant to the underwriters an option to purchase up to that
amount of Registered Securities specified in such Terms Agreement (herein called
the "Option Securities"). The Debt Securities will be issued under indentures
(as they may be amended or supplemented from time to time, the "Indentures"),
more particularly described in a Terms Agreement, between the Company and the
trustees named therein (the "Trustee(s)"), in one or more series, which series
may vary as to interest rates, maturities, redemption provisions, selling prices
and other terms, with all such terms for any particular series of the Debt
Securities being determined at the time of sale. The preferred stock
 will be
issued in one or more series, which series may vary as to voting rights,
dividends, optional and mandatory redemption provisions, liquidation preference
and conversion provisions and other terms, with all such terms for any
particular series or issue of the preferred stock being determined at the time
of issue. The Registered Securities will be sold pursuant to a Terms Agreement,
for resale in accordance with terms of offering determined at the time of sale.

         The Registered Securities (together with the Option Securities)
involved in any such offering are hereinafter referred to as the "Securities."
The firm or firms which agree to purchase the Securities are hereinafter
referred to as the "Underwriters" of such Securities, and the representative or
representatives of the Underwriters, if any, specified in a Terms Agreement are
hereinafter referred to as the "Representatives"; provided, however, that if the
Terms Agreement does not specify any representative of the Underwriters, the
term "Representatives," as used in this Agreement (other than in Sections 2(b),
5(c) and 6 and the second sentence of Section 3) shall mean the Underwriters.

         2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:

            (a) A registration statement on Form S-3, including a form of
      prospectus, relating to the Registered Securities and more particularly
      described in the Terms Agreement relating to the Securities has been
      prepared by the Company and filed with, and has been declared effective
      by, the Securities and Exchange Commission ("Commission"). If any
      post-effective amendment to such registration statement has been filed
      with the Commission prior to the date of the applicable Terms Agreement,
      the most recent such


                                                                               1

<PAGE>
      amendment has been declared effective by the Commission. For purposes of
      this Agreement, "Effective Date" means the date as of which such
      registration statement, or the most recent post-effective amendment
      thereto, if any, was declared effective by the Commission. Such
      registration statement, as amended or supplemented from time to time on or
      prior to the date of any Terms Agreement, including all material
      incorporated by reference therein, is hereinafter referred to as the
      "Registration Statement," and the prospectus included in the Registration
      Statement, as amended or supplemented for the offering of the Purchased
      Securities (as defined in Section 3), including all documents incorporated
      by reference therein, is hereinafter referred to as the "Prospectus."

            (b) On the Effective Date, the Registration Statement conformed in
      all respects to the requirements of the Securities Act of 1933, as amended
      ("Act"), the Trust Indenture Act of 1939, as amended ("Trust Indenture
      Act"), if applicable, and the rules and regulations of the Commission
      ("Rules and Regulations") and did not include any untrue statement of a
      material fact or omit to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading; on the
      date of the applicable Terms Agreement and on the Closing Date (as defined
      in Section 3), the Registration Statement and the Prospectus and any
      amendments thereof and supplements thereto relating to the Purchased
      Securities, and any documents filed or to be filed pursuant to the
      Securities Exchange Act of 1934, as amended (the "Exchange Act") and
      incorporated by reference or deemed to be incorporated by reference in the
      Prospectus, will conform in all respects to the requirements of the Act,
      the Exchange Act, the Trust Indenture Act, if applicable, and the Rules
      and Regulations; and as of the date of the applicable Terms Agreement and
      as of the applicable Closing Date, neither the Registration Statement nor
      the Prospectus will include any untrue statement of a material fact or
      omit to state any material fact required to be stated therein or necessary
      to make the statements therein not misleading, except that the foregoing
      does not apply to statements in or omissions from any of such documents
      based upon written information furnished to the Company by or on behalf of
      any Underwriter through the Representatives, if any, specifically for use
      therein.

            (c) (i) The Indenture, if any, described in the Terms Agreement has
      been duly authorized and, when executed by the proper officers of the
      Company and delivered (assuming due execution and delivery thereof by the
      Trustee), will constitute the valid and legally binding instrument of the
      Company. When the Registration Statement became effective, the Indenture
      was duly qualified under the Trust Indenture Act. The Debt Securities, if
      any, described in the Terms Agreement have been duly and validly
      authorized and will be, when validly executed, authenticated and delivered
      in accordance with the terms of the Indenture, issued and outstanding
      obligations of the Company entitled to the benefits of the Indenture. (ii)
      If any Securities to be issued are convertible, the shares of common stock
      issuable upon conversion are duly and validly authorized; have been duly
      reserved for issuance upon conversion of the Securities; when issued upon
      the conversion of the Securities, will be duly and validly issued, fully
      paid and non-assessable. (iii) The common stock and preferred stock, if
      any, described in the Terms Agreement have been duly and validly
      authorized and when issued will be fully paid and non-assessable. (iv) No
      further approval or authority of the stockholders or the Board of
      Directors of the Company will be required for the issuance and sale of the
      Securities as contemplated herein or the issuance of the shares of common
      stock upon


                                                                               2

<PAGE>
      conversion of the Securities. (v) The Securities conform to the
      description thereof in the Prospectus.

            (d) The consummation by the Company of the transactions contemplated
      by this Agreement and any Terms Agreement and the performance of the
      Company's obligations hereunder will not be in contravention of law or of
      any of the provisions of the certificate of incorporation or bylaws of the
      Company or of any material agreement to which the Company is a party or by
      which it is bound or of any order, rule or regulation applicable to it of
      any court or of any governmental body or instrumentality having
      jurisdiction over it or its properties.

            3. Purchase and Offering of Securities. The obligation of the
Underwriters to purchase the Securities will be evidenced by an exchange of a
telegram, telex or other written communications ("Terms Agreement") at each time
the Company determines to sell the Securities. The Securities involved in any
such offering are referred to herein as "Purchased Securities." Each Terms
Agreement will be in the form of Annex II (A) or (B) attached hereto and will
incorporate by reference the provisions of this Agreement, except as otherwise
provided therein, and will specify the firm or firms which will be Underwriters,
the names of any Representatives, the amount to be purchased by each
Underwriter, the purchase price to be paid by the Underwriters and certain terms
of the Securities and whether any of the Securities may be sold to institutional
investors pursuant to Delayed Delivery Contracts (as defined below). The Terms
Agreement will also specify the time and date of delivery and payment (such time
and date, or such other time as the Representatives and the Company agree as the
time for payment and delivery, being herein and in the Terms Agreement referred
to as the "Closing Date"), the place of delivery and payment and any details of
the terms of public offering that should be reflected in the prospectus
supplement relating to the offering of the Securities. The obligations of the
Underwriters to purchase the Securities will be several and not joint. It is
understood that the Underwriters propose to offer the Securities for sale as set
forth in the Prospectus. The Debt Securities delivered to the Underwriters on
the Closing Date will be in definitive fully registered form, in such
denominations and registered in such names as the Underwriters may request.

            If specified in a Terms Agreement, on the basis of the
representations, warranties and covenants herein contained, and subject to the
terms and conditions herein set forth, the Company grants an option to the
several Underwriters to purchase, severally and not jointly, up to that amount
of the Option Securities, as shall be specified in the Terms Agreement, from the
Company at the same price as the Underwriters shall pay for the Securities. Said
option may be exercised only to cover over-allotments in the sale of the
Securities by the Underwriters and may be exercised in whole or in part at any
time (but not more than once) on or before the thirtieth day after the date of
the Terms Agreement upon written or telegraphic notice by you to the Company
setting forth the amount of the Option Securities as to which the several
Underwriters are exercising the option. The amount of Option Securities to be
purchased by each Underwriter shall be the same percentage of the total amount
of the Option Securities to be purchased by the several Underwriters as such
Underwriter is purchasing of the Securities, as adjusted by you in such manner
as you deem advisable to avoid fractional shares/units.

            If the Terms Agreement provides for sales of Securities pursuant to
delayed delivery contracts, the Company authorizes the Underwriters to solicit
offers to purchase Securities pursuant to delayed delivery contracts
substantially in the form of Annex I attached hereto ("Delayed Delivery
Contract") with such changes therein as the Company may authorize or approve.
Delayed Delivery Contracts are only to be with institutional investors,
including


                                                                               3

<PAGE>
commercial and savings banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. On the Closing Date the
Company will pay, as compensation, to the Representatives for the accounts of
the Underwriters, the fee set forth in such Terms Agreement in respect of the
amount of Securities to be sold pursuant to Delayed Delivery Contracts
("Contract Securities"). The Underwriters will not have any responsibility in
respect of the validity or the performance of Delayed Delivery Contracts. If the
Company executes and delivers Delayed Delivery Contracts, the Contract
Securities will be deducted from the Securities to be purchased by the several
Underwriters and the aggregate amount of Securities to be purchased by each
Underwriter will be reduced pro rata in proportion to the amount of Securities
set forth opposite each Underwriter's name in such Terms Agreement, except to
the extent that the Representatives determine that such reduction shall be
otherwise than pro rata and so advise the Company. The Company will advise the
Representatives not later than the business day prior to the Closing Date of the
amount of Contract Securities.

            4. Certain Agreements of the Company. The Company agrees with the
several Underwriters that it will furnish to Simpson Thacher & Bartlett, counsel
for the Underwriters, one signed copy of the registration statement relating to
the Registered Securities, including all exhibits, in the form it became
effective and of all amendments thereto and that, in connection with each
offering of Securities:

            (a) The Company will timely file the Prospectus with the Commission
      pursuant to Rule 424(b); the Company will advise you promptly of any such
      filing pursuant to Rule 424(b); the Company will advise the
      Representatives promptly of any proposal to amend or supplement the
      Registration Statement or the Prospectus and will afford the
      Representatives a reasonable opportunity to comment on any such proposed
      amendment or supplement; and the Company will also advise the
      Representatives promptly of the filing and effectiveness of any such
      amendment or supplement and of the institution by the Commission of any
      stop order proceedings in respect of the Registration Statement or of any
      part thereof and will use its best efforts to prevent the issuance of any
      such stop order and to obtain as soon as possible its lifting, if issued.

            (b) If, at any time when a prospectus relating to the Securities is
      required to be delivered under the Act, any event occurs in the reasonable
      judgment of the Underwriters or the Company as a result of which the
      Prospectus as then amended or supplemented would include an untrue
      statement of a material fact or omit to state any material fact necessary
      to make the statements therein, in the light of the circumstances under
      which they were made, not misleading, or if it is necessary at any time to
      amend the Prospectus to comply with the Act, the Company promptly will
      prepare and file with the Commission, subject to Section 4(a) herein, an
      amendment or supplement which will correct such statement or omission or
      an amendment which will effect such compliance.

            (c) As soon as practicable after the date of each Terms Agreement,
      but in no event later than twelve months after the later of (i) the
      effective date of the registration statement relating to the Registered
      Securities, (ii) the effective date of the most recent post-effective
      amendment to the Registration Statement to become effective prior to the
      date of such Terms Agreement and (iii) the date of the Company's most
      recent Annual Report on Form 10-K filed with the Commission prior to the
      date of such Terms Agreement, the Company will make generally available to
      its security holders an earning statement which will satisfy the
      provisions of Section 11(a) of the Act.


                                                                               4

<PAGE>
            (d) The Company will furnish to the Representatives copies of the
      Registration Statement, including all exhibits, any related preliminary
      prospectus, any related preliminary prospectus supplement, the Prospectus
      and all amendments and supplements to such documents, in each case as soon
      as available and in such quantities as are reasonably requested.

            (e) The Company will arrange for the qualification of the Securities
      for sale under the laws of such jurisdictions as the Representatives
      designate and will continue such qualifications in effect so long as
      required for the distribution.

            (f) During the period, if any, specified in the Terms Agreement
      after the date of such Terms Agreement or for such shorter period as the
      Securities remain outstanding, the Company will furnish to the
      Representatives and, upon request, to each of the other Underwriters, if
      any, as soon as practicable after the end of each fiscal year, a copy of
      its annual report to stockholders for such year; and the Company will
      furnish to the Representatives (i) as soon as available, a copy of each
      report or definitive proxy statement of the Company filed with the
      Commission under the Exchange Act or mailed to stockholders, and (ii) from
      time to time, such other information concerning the Company as the
      Representatives may reasonably request.

            (g) The Company will pay the costs incident to the authorization,
      issuance, sale and delivery of the Securities to be sold by the Company to
      the Underwriters and any taxes payable in that connection; the costs
      incident to the preparation, printing and filing under the Act of the
      Registration Statement and any amendments and exhibits thereto; the costs
      incident to the preparation, printing and filing of any document and any
      amendments and exhibits thereto required to be filed by the Company under
      the Exchange Act; the cost of distributing the Registration Statement to
      the Underwriters as originally filed and each amendment thereto, each
      post-effective amendment thereof (including exhibits), any preliminary
      prospectus, the Prospectus and any amendment or supplement to the
      Prospectus and any documents incorporated by reference in any of the
      foregoing documents as provided in this Agreement; the costs of filing
      with the National Association of Securities Dealers, Inc., if necessary;
      the fees and expenses of qualifying the Securities under the securities
      laws of the several jurisdictions as provided in this subsection and of
      preparing and printing a Blue Sky memorandum and a memorandum concerning
      the legality of the Securities as an investment (including fees of counsel
      to the Underwriters in connection therewith); the costs of printing and
      issuance of certificates; any transfer agent's fees; the costs of
      preparation, printing and filing of any Indenture and any Trustees' fees
      and expenses; and all other costs and expenses incident to the performance
      of the obligations of the Company under this Agreement provided that,
      except as provided in this subsection and Section 8, the Underwriters
      shall pay their own costs and expenses, including the fees and expenses of
      their counsel, any transfer taxes on the Securities which they may sell,
      the expenses of advertising any offering of the Securities made by the
      Underwriters and the cost of printing any Agreement among Underwriters,
      and provided, further, that after nine months from the date of the Terms
      Agreement, the Underwriters shall pay the costs of printing any additional
      Registration Statements or Prospectuses, or any amendments or supplements
      thereto, required for their own use.

            (h) Without the prior consent of the Representatives, the Company
      will not, (A) in the event of an offering of common stock, preferred stock
      or convertible debt securities,


                                                                               5

<PAGE>
      offer, sell, contract to sell or otherwise dispose of any shares of common
      stock or any securities convertible into or exchangeable or exercisable
      for or any rights to purchase or acquire common stock for that period
      specified in the Terms Agreement, other than shares of common stock or
      options to purchase common stock granted under the Company's employee
      benefit plans and, (B) for a period beginning at the time of execution of
      the Terms Agreement and ending on the Closing Date, in the event of an
      offering of Debt Securities, will not offer, sell, contract to sell or
      otherwise dispose of any debt securities of the Company with maturities
      longer than one year, other than (i) the Debt Securities to the
      Underwriters or the Contract Securities; (ii) borrowings in the ordinary
      course of business; and (iii) other borrowings in an aggregate principal
      amount not to exceed $100 million.

            5. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Securities
will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the statements of Company
officers made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:

            (a) On or prior to the Closing Date, the Representatives shall have
      received a letter, dated the date of delivery thereof and any later date
      on which Option Securities are purchased if specified in a Terms
      Agreement, of Ernst & Young LLP, or such other independent accountants
      acceptable to the Representatives, addressed to the Underwriters and the
      Board of Directors of the Company, confirming that they are independent
      accountants within the meaning of the Act and are in compliance with the
      applicable requirements relating to the qualification of accountants under
      Rule 2-01 of Regulation S-X of the Commission and covering such other
      matters as the Representatives shall request. Such letter shall be in form
      and substance satisfactory to the Representatives.

            (b) The Prospectus shall have been filed with the Commission in
      accordance with the Rules and Regulations and Section 4(a) of this
      Agreement; no stop order suspending the effectiveness of the Registration
      Statement or of any part thereof shall have been issued and no proceedings
      for that purpose shall have been instituted or, to the knowledge of the
      Company or any Underwriter, shall be contemplated by the Commission.

            (c) Subsequent to the execution of the Terms Agreement, there shall
      not have occurred (i) any change, or any development involving a
      prospective change, in or affecting particularly the business or
      properties of the Company or its subsidiaries which, in the judgment of a
      majority in interest of the Underwriters, including any Representatives,
      materially impairs the investment quality of the Securities or the
      Registered Securities; (ii) any downgrading in the rating of the Company's
      debt securities by any of Duff & Phelps, Standard & Poor's Corporation or
      Moody's Investors Services, Inc.; (iii) any suspension of trading in
      securities generally on the New York Stock Exchange, or any setting of
      minimum prices for trading on such exchange, or any suspension of trading
      of any securities of the Company on any exchange or in the
      over-the-counter market; (iv) any banking moratorium declared by Federal
      or New York authorities; or (v) any outbreak or escalation of major
      hostilities in which the United States is involved, any declaration of war
      by Congress or any other substantial national or international calamity or
      emergency if, in the judgment of a majority in interest of the
      Underwriters, including any Representatives, the effect of any such
      outbreak, escalation,


                                                                               6

<PAGE>
      declaration, calamity or emergency makes it impracticable or inadvisable
      to proceed with completion of the sale of and payment for the Securities.

            (d) The Representatives shall have received an opinion, dated the
      Closing Date, of the General Counsel of the Company, or such other counsel
      for the Company acceptable to the Representatives and if Option Securities
      are purchased at any date after the Closing Date as specified in a Terms
      Agreement, additional opinions from each such counsel, addressed to the
      Underwriters and dated such later date, confirming that the statements
      expressed as of the Closing Date in such opinions remain valid as of such
      later date, to the effect that:

                  (i) The Company has been duly incorporated and is validly
            existing and in good standing under the laws of its jurisdiction of
            incorporation, is duly qualified to do business and in good standing
            as a foreign corporation in all jurisdictions in which the ownership
            of its property or the conduct of its businesses requires such
            qualification (except where the failure to so qualify could not have
            a material adverse effect upon the Company and its subsidiaries
            taken as a whole), and has all power and authority necessary to own
            its properties and conduct the businesses in which it is engaged as
            described in the Prospectus.

                  (ii) The Indenture, if any, described in the Terms Agreement
            has been duly authorized, executed and delivered by the Company and
            has been duly qualified under the Trust Indenture Act; the Debt
            Securities, if any, described in the Terms Agreement have been duly
            authorized; the Debt Securities other than any Contract Securities
            have been duly executed, authenticated, issued and delivered; such
            Indenture and the Debt Securities other than any Contract Securities
            constitute, and any Contract Securities, when executed,
            authenticated, issued and delivered in the manner provided in the
            Indenture and sold pursuant to Delayed Delivery Contracts, will
            constitute, valid and legally binding obligations of the Company,
            enforceable in accordance with their terms, subject to the effects
            of bankruptcy, insolvency, fraudulent conveyance, reorganization,
            moratorium and other similar laws relating to or affecting
            creditors' rights generally, general equity principles (whether
            considered in a proceeding in equity or at law) and an implied
            covenant of good faith and fair dealing;

                  (iii) If any Securities to be issued are convertible, the
            shares of common stock into which the Securities will be initially
            convertible are duly and validly authorized; have been duly reserved
            for issuance upon conversion of the Securities; and when issued upon
            the conversion of the Securities, will be duly and validly issued,
            fully paid and non-assessable;

                  (iv) The common stock and preferred stock, if any, described
            in the Terms Agreement have been duly and validly authorized and
            issued and are fully paid and non-assessable;

                  (v) The Securities other than any Contract Securities conform,
            and any Contract Securities, when so issued and delivered and sold,
            will conform, in all material respects to the description thereof
            contained in the Prospectus;


                                                                               7

<PAGE>
                  (vi) No consent, approval, authorization or order of, or
            filing with, any governmental agency or body or any court is
            required for the consummation of the transactions contemplated by
            the Terms Agreement (including the provisions of this Agreement) in
            connection with the issuance or sale of the Securities by the
            Company, except such as have been obtained and made under the Act
            and the Trust Indenture Act, if applicable, and such as may be
            required under state securities laws;

                  (vii) The execution, delivery and performance of the
            Indenture, if any, described in the Terms Agreement, the Terms
            Agreement (including the provisions of this Agreement) and any
            Delayed Delivery Contracts and the issuance and sale of the
            Securities and compliance with the terms and provisions thereof will
            not result in a breach or violation of any of the terms and
            provisions of, or constitute a default under, any statute, rule,
            regulation or order known to such counsel of any governmental agency
            or body or any court having jurisdiction over the Company or any of
            its properties or any material agreement or instrument known to such
            counsel to which the Company is a party or by which the Company is
            bound or to which any of the properties of the Company is subject,
            or the charter or by-laws of the Company, and the Company has full
            power and authority to authorize, issue and sell the Securities as
            contemplated by the Terms Agreement (including the provisions of
            this Agreement);

                  (viii) The Registration Statement has become effective under
            the Act as of the date specified in such opinion, the Prospectus was
            filed with the Commission pursuant to Rule 424(b) on the date
            specified in such opinion, and, to the knowledge of such counsel, no
            stop order suspending the effectiveness of the Registration
            Statement or of any part thereof has been issued and no proceedings
            for that purpose have been instituted or are pending or contemplated
            under the Act, and the Registration Statement relating to the
            Registered Securities, as of its Effective Date, the Registration
            Statement and the Prospectus, as of the date of the Terms Agreement,
            any amendment or supplement thereto, as of its date, and the
            documents incorporated by reference therein, as of their respective
            filing dates, complied as to form in all material respects with the
            requirements of the Act, the Exchange Act, the Trust Indenture Act,
            if applicable, and the Rules and Regulations; such counsel has no
            reason to believe that such Registration Statement, as of its
            Effective Date, the Registration Statement or the Prospectus, as of
            the date of the Terms Agreement, or any such amendment or
            supplement, as of its date, contained any untrue statement of a
            material fact or omitted to state any material fact required to be
            stated therein or necessary to make the statements therein not
            misleading; any descriptions in the Registration Statement and
            Prospectus of statutes, legal and governmental proceedings and
            contracts and other documents are accurate and fairly present the
            information required to be shown; and such counsel does not know of
            any legal or governmental proceedings required to be described in
            the Prospectus which are not described as required or of any
            contracts or documents of a character required to be described in
            the Registration Statement or Prospectus or to be filed as exhibits
            to the Registration Statement which are not described and filed as
            required; it being understood that such counsel need express no
            opinion as to the financial statements or other financial data
            contained in the Registration Statement or the Prospectus; and


                                                                               8

<PAGE>
                  (ix) The Terms Agreement (including the provisions of this
            Agreement) and any Delayed Delivery Contracts have been duly
            authorized, executed and delivered by the Company.

            (e) The Representatives shall have received from Simpson Thacher &
      Bartlett, counsel for the Underwriters, such opinion or opinions, dated
      the Closing Date, with respect to the incorporation of the Company, the
      validity of the Securities, the Registration Statement, the Prospectus and
      other related matters as they may require, and the Company shall have
      furnished to such counsel such documents as they request for the purpose
      of enabling them to pass upon such matters.

            (f) The Representatives shall have received a certificate, dated the
      Closing Date and on any later date on which Option Securities are
      purchased if specified in a Terms Agreement, of the Chairman of the Board,
      the Vice Chairman of the Board, the President or any Vice President and a
      principal financial or accounting officer of the Company in which such
      officers, to the best of their knowledge after reasonable investigation,
      shall state that the representations and warranties of the Company in this
      Agreement are true and correct, that the Company has complied with all
      agreements and satisfied all conditions on its part to be performed or
      satisfied hereunder at or prior to the Closing Date, that no stop order
      suspending the effectiveness of the Registration Statement or of any part
      thereof has been issued and no proceedings for that purpose have been
      instituted or are contemplated by the Commission and that, subsequent to
      the date of the most recent financial statements in the Prospectus, there
      has been no material adverse change in the financial position or results
      of operation of the Company and its subsidiaries except as set forth in or
      contemplated by the Prospectus or as described in such certificate.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as they reasonably request.

            6. Indemnification and Contribution. (a) The Company will indemnify
and hold harmless each Underwriter and each person, if any, who controls such
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter through the Representatives, if any, specifically for use
therein; and provided further, that as to any related preliminary prospectus or
preliminary prospectus supplement this indemnity agreement shall not inure to
the benefit of any Underwriter on account of any loss, claim, damage or
liability (or action in respect thereof) arising from the sale of the Securities
to any person by that Underwriter if that Underwriter failed to send or give a
copy of the Prospectus, as the same may


                                                                               9

<PAGE>
be amended or supplemented, to that person within the time required by the Act,
and the untrue statement or alleged untrue statement of any material fact or
omission or alleged omission to state any material fact in such preliminary
prospectus or preliminary prospectus supplement was corrected in the Prospectus,
unless such failure resulted from non-compliance by the Company with Section
4(d). For purposes of the second proviso to the immediately preceding sentence,
the term Prospectus shall not be deemed to include the documents incorporated by
reference therein, and no Underwriter shall be obligated to send or give any
supplement or amendment to any document incorporated by reference in a
preliminary prospectus, a preliminary prospectus supplement or the Prospectus to
any person other than a person to whom such Underwriter has delivered such
incorporated documents in response to a written request therefor.

            (b) Each Underwriter will indemnify and hold harmless the Company
      against any losses, claims, damages or liabilities to which the Company
      may become subject, under the Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out
      of or are based upon any untrue statement or alleged untrue statement of
      any material fact contained in the Registration Statement, the Prospectus,
      or any amendment or supplement thereto, or any related preliminary
      prospectus or preliminary prospectus supplement, or arise out of or are
      based upon the omission or the alleged omission to state therein a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading, in each case to the extent, but only to
      the extent, that such untrue statement or alleged untrue statement or
      omission or alleged omission was made in reliance upon and in conformity
      with written information furnished to the Company by or on behalf of such
      Underwriter through the Representatives, if any, specifically for use
      therein, and will reimburse any legal or other expenses reasonably
      incurred by the Company in connection with investigating or defending any
      such loss, claim, damage, liability or action as such expenses are
      incurred.

            (c) Promptly after receipt by an indemnified party under this
      Section of notice of the commencement of any action, such indemnified
      party will, if a claim in respect thereof is to be made against the
      indemnifying party under subsection (a) or (b) above, notify the
      indemnifying party of the commencement thereof; but the omission so to
      notify the indemnifying party will not relieve it from any liability which
      it may have to any indemnified party otherwise than under subsection (a)
      or (b) above. In case any such action is brought against any indemnified
      party and it notifies the indemnifying party of the commencement thereof,
      the indemnifying party will be entitled to participate therein and, to the
      extent that it may wish, jointly with any other indemnifying party
      similarly notified, to assume the defense thereof, with counsel
      satisfactory to such indemnified party (who shall not, except with the
      consent of the indemnified party, be counsel to the indemnifying party),
      and after notice from the indemnifying party to such indemnified party of
      its election so to assume the defense thereof, the indemnifying party will
      not be liable to such indemnified party under this Section for any legal
      or other expenses subsequently incurred by such indemnified party in
      connection with the defense thereof other than reasonable costs of
      investigation; provided that the Representatives shall have the right to
      employ one counsel to represent the Representatives and those other
      Underwriters who may be subject to liability arising out of any claim in
      respect of which indemnity may be sought by the Underwriters against the
      Company under this Section if, in the reasonable judgement of outside
      counsel to the Underwriters, it is advisable for the Representatives and
      those other Underwriters to be represented by separate counsel


                                                                              10

<PAGE>
      because separate defenses are available to such Underwriters, and in that
      event the fees and expenses of such separate counsel shall be paid by the
      Company.

            (d) If the indemnification provided for in this Section is
      unavailable or insufficient to hold harmless an indemnified party under
      subsection (a) or (b) above, then each indemnifying party shall contribute
      to the amount paid or payable by such indemnified party as a result of the
      losses, claims, damages or liabilities referred to in subsection (a) or
      (b) above (i) in such proportion as is appropriate to reflect the relative
      benefits received by the Company on the one hand and the Underwriters on
      the other from the offering of the Securities or (ii) if the allocation
      provided by clause (i) above is not permitted by applicable law, in such
      proportion as is appropriate to reflect not only the relative benefits
      referred to in the clause (i) above but also the relative fault of the
      Company on the one hand and the Underwriters on the other in connection
      with the statements or omissions which resulted in such losses, claims,
      damages or liabilities as well as any other relevant equitable
      considerations. The relative benefits received by the Company on the one
      hand and the Underwriters on the other shall be deemed to be in the same
      proportion as the total net proceeds from the offering (before deducting
      expenses) received by the Company bear to the total underwriting discounts
      and commissions received by the Underwriters. The relative fault shall be
      determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the
      Company or the Underwriters and the parties' relative intent, knowledge,
      access to information and opportunity to correct or prevent such untrue
      statement or omission. The Company and the Underwriters agree that it
      would not be just and equitable if contributions pursuant to this Section
      were to be determined by pro rata allocation (even if the Underwriters
      were treated as one entity for such purposes) or by any other method of
      allocation which does not take into account the equitable considerations
      referred to herein. The amount paid by an indemnified party as a result of
      the losses, claims, damages or liabilities referred to in the first
      sentence of this subsection (d) shall be deemed to include any legal or
      other expenses reasonably incurred by such indemnified party in connection
      with investigating or defending any action or claim which is the subject
      of this subsection (d). Notwithstanding the provisions of this subsection
      (d), no Underwriter shall be required to contribute any amount in excess
      of the amount by which the total price at which the Securities
      underwritten by it and distributed to the public were offered to the
      public exceeds the amount of any damages which such Underwriter has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) shall
      be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation. The Underwriters' obligations in this
      subsection (d) to contribute are several in proportion to their respective
      underwriting obligations and not joint.

            (e) The obligations of the Company under this Section shall be in
      addition to any liability which the Company may otherwise have and shall
      extend, upon the same terms and conditions, to each person, if any, who
      controls any Underwriter within the meaning of the Act; and the
      obligations of the Underwriters under this Section shall be in addition to
      any liability which the respective Underwriters may otherwise have and
      shall extend, upon the same terms and conditions, to each director of the
      Company, to each officer of


                                                                              11

<PAGE>
      the Company who has signed the Registration Statement and to each person,
      if any, who controls the Company within the meaning of the Act.

            7. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase securities under the Terms Agreement
and the aggregate amount of the Securities that such defaulting Underwriter of
Underwriters agreed but failed to purchase does not exceed 10% of the total
amount of the Securities, the Representatives may make arrangements satisfactory
to the Company for the purchase of such Securities by other persons, including
any of the Underwriters, but if no such arrangements are made by the Closing
Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments under this Agreement and the Terms
Agreement, to purchase the Securities that such defaulting Underwriters agreed
but fail to purchase. If any Underwriter or Underwriters so default and the
aggregate amount of the Securities with respect to which such default or
defaults occur exceeds 10% of the total amount of the Securities and
arrangements satisfactory to the Representatives and the Company for the
purchase of such Securities by other persons are not made within 36 hours after
such default, such Terms Agreement will terminate without liability on the part
of any non-defaulting Underwriter or the Company, except as provided in Section
8. As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve a
defaulting Underwriter from liability for its default. The respective
commitments of the several Underwriters for the purposes of this Section shall
be determined without regard to reduction in the respective Underwriters'
obligations to purchase the amounts of the Securities set forth opposite their
names in the Terms Agreement as a result of Delayed Delivery Contracts entered
into by the Company.

            The foregoing obligations and agreements set forth in this Section
will not apply if the Terms Agreement specifies that such obligations and
agreements will not apply.

            8. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person and will
survive delivery of and payment for the Securities. If the obligations of the
Underwriters with respect to any offering of Securities are terminated pursuant
to Section 7 or if for any reason the purchase of the Securities by the
Underwriters under a Terms Agreement is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 4 and the respective obligations of the Company and the Underwriters
pursuant to Section 6 shall remain in effect. If for any reason the purchase of
the Securities by the Underwriters is not consummated other than because of the
termination of this Agreement pursuant to Section 7 or a failure to satisfy the
conditions set forth in Section 5(c), the Company shall reimburse the
Underwriters, severally, for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Securities.

            9. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered, telexed or telecopied and
confirmed to them at their addresses furnished to the Company in writing for the
purpose of communications hereunder or, if sent to the Company, will be mailed,
delivered, telexed or telecopied and confirmed to it at Unisys Way, Blue Bell,
Pennsylvania 19424, Attention: Treasurer, with a copy to the Chief Financial
Officer.


                                                                              12

<PAGE>
            10. Successors. This Agreement will inure to the benefit of and be
binding upon the Company and such Underwriters as are identified in Terms
Agreements and their respective successors and the officers and directors and
controlling persons referred to in Section 6, and no other person will have any
right or obligation hereunder.

            11. Certain Definitions. For purposes of this Agreement and the
Terms Agreement, (a) "business day" means any day on which the New York Stock
Exchange is open for trading and (b) "subsidiary" and "significant subsidiary"
have the meanings set forth in Rule 405 of the Rules and Regulations.

            12. Applicable Law. This Agreement and the Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.


                                                                              13

<PAGE>
                                                                   ANNEX I

(Three copies of this Delayed Delivery Contract should be signed and returned to
the address shown below so as to arrive not later than 9:00 A.M., New York time,
on _________, 20__(1))

                            DELAYED DELIVERY CONTRACT

                                                                 [Insert date of
                                                                  initial public
                                                                       offering]

UNISYS CORPORATION
  c/o [Name and address
      of Underwriter[s]]

Gentlemen:

            The undersigned hereby agrees to purchase from UNISYS CORPORATION, a
Delaware corporation ("Company"), and the Company agrees to sell to the
undersigned, [If one delayed closing, insert--as of the date hereof, for
delivery on __________________, 20__ ("Delivery Date"),]

                   [$]_____________

principal amount of the Company's [Insert title of securities] ("Securities"),
offered by the Company's Prospectus dated _________, 20__ and a Prospectus
Supplement dated ____, 20__, relating thereto, receipt of copies of which is
hereby acknowledged, at % of the principal amount thereof plus accrued interest
from _________, 20__, if any, and on the further terms and conditions set forth
in this Delayed Delivery Contract ("Contract").

      [If two or more delayed closings, insert the following:

            The undersigned will purchase from the Company as of the date
hereof, for delivery on the dates set forth below, Securities in the principal
amounts set forth below:


<TABLE>
<CAPTION>
Delivery Date                                        Principal Amount
-------------                                        ----------------
<S>                                                  <C>
                                                     [$]______
                                                     [$]______
</TABLE>


Each of such delivery dates is hereinafter referred to as a Delivery Date.]

--------

(1)   Insert date which is third full business day prior to Closing Date under
      the Terms Agreement.


                                                                              14

<PAGE>
            Payment for the Securities that the undersigned has agreed to
purchase for delivery on--the--each--Delivery Date shall be made to the Company
or its order by wire transfer of immediately available funds to a bank account
designated by the Company upon delivery to the undersigned of the Securities to
be purchased by the undersigned--for delivery on such Delivery Date--in
definitive fully registered form and in such denominations and registered in
such names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than three full business days
prior to--the--such--Delivery Date.

            It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the undersigned; that the purchase
hereunder of Securities is to be regarded in all respects as a purchase as of
the date of this Contract; that the obligation of the Company to make delivery
of and accept payment for, and the obligation of the undersigned to take
delivery of and make payment for, Securities on--the--each--Delivery Date shall
be subject only to the conditions that (1) investment in the Securities shall
not at--the--such--Delivery Date be prohibited under the laws of any
jurisdiction in the United States to which the undersigned is subject and (2)
the Company shall have sold to the Underwriters the total principal amount of
the Securities less the principal amount thereof covered by this and other
similar Contracts. The undersigned represents that its investment in the
Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which governs such
investment.

            Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set forth below,
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.

            This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

            It is understood that the acceptance of any such Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the


                                                                              15

<PAGE>
undersigned at its address set forth below. This will become a binding contract
between the Company and the undersigned when such counterpart is so mailed or
delivered.

                                                  Yours very truly,

                                                        (Name of purchaser)

                                                  By__________________________

                                                        (Title of Signatory)

                                                        (Address of Purchaser)
Accepted, as of the above date,
UNISYS CORPORATION
By______________
Name:
Title:


                                                                              16

<PAGE>
                                                              ANNEX II (A)

                               UNISYS CORPORATION

                                   ("Company")

                                 Debt Securities

                                 TERMS AGREEMENT

                                                                __________, 20__

Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania  19424
Attention:  Vice President and Treasurer

Dear Sirs:

      [On behalf of the several Underwriters named in Schedule A hereto and for
their respective accounts, we] [We] offer to purchase, on and subject to the
terms and conditions of the Underwriting Agreement Basic Provisions filed as an
exhibit to the Company's registration statement on Form S-3 (No. 333-_)
("Underwriting Agreement"), the following securities ("Securities") to be issued
under an indenture, dated ________, 20__, between the Company and
_______________, as Trustee, on the following terms:

      Title: [ %] [Floating Rate] [Senior] [Subordinated] [Notes] [Debentures]

Due _

      Principal Amount: [$]

      Interest: [ % per annum, from    , 20 , payable semiannually on and
commencing        , 20 , to holders of record on the preceding        or

       , as the case may be.]

      Maturity:                  , 20  .

      Optional Redemption:

      Sinking Fund:

      [Period Designated Pursuant to Section 4(f) of the Underwriting Agreement:
__years.]

      [Conversion Provisions]:

      [Other Terms]


                                                                              17

<PAGE>
      Delayed Delivery contracts: [None.] [Delivery Date[s] shall be      , 20 .
Underwriters' fee is % of the principal amount of the Contract Securities.]

      Purchase Price: % of principal amount, plus accrued interest [, if any,]
from _____, 20 .

      Expected Reoffering Price: % of principal amount, subject to change by the
undersigned.

      Closing Date:     A.M. on        , 20  , at

             in New York

Federal (same-day) funds.

      [Name[s] and Address[es] of Representative[s]:]

The respective principal amounts of the Securities to be purchased by each of
the Underwriters are set forth opposite their names in Schedule A hereto.

      [If appropriate, insert--It is understood that we may, with your consent,
amend this offer to add additional Underwriters and reduce the aggregate
principal amount to be purchased by the Underwriters listed in Schedule A hereto
by the aggregate principal amount to be purchased by such additional
Underwriters.]

      The provisions of the Underwriting Agreement are incorporated herein by
reference [If appropriate, insert--, except that the obligations and agreements
set forth in Section 7 ("Default of Underwriters") of the Underwriting Agreement
shall not apply to the obligations of the Underwriters to purchase the above
Securities].

      The Securities will be made available for checking and packaging at the
office of at least 24 hours prior to the Closing Date.

      [Please signify your acceptance of our offer by signing the enclosed
response to us in the space provided and returning it to us.]


                                                                              18

<PAGE>
      [Please signify your acceptance of the aforegoing by return wire not later
than P.M. today.]

                                            Very truly yours,
                                            [Insert name(s) of Representatives
                                            or Underwriters] [On behalf of--
                                            themselves--itself--and as
                                            Representative[s] of the Several]

                                            [As] Underwriters[s]

                                            [By [Name of Representative]]

                                                     By_______________________
                                                        Name:
                                                        Title:


                                                                              19

<PAGE>
                                   SCHEDULE A


<TABLE>
<CAPTION>
                                                                      Principal
                      Underwriter                                       Amount
<S>                                                                   <C>
Total...........................................  [$]
                                                                      =========
</TABLE>


To: [Insert name(s) of Representatives or Underwriters]

       As [Representative[s] of the Several]

              Underwriter[s],
      [c/o   [Name of Representative]]

      We accept the offer contained in your [letter] [wire], dated           , 
20 , relating to [$]_____principal amount of our [Insert title of Securities].
We also confirm that, to the best of our knowledge after reasonable
investigation, the representations and warranties of the undersigned in the
Underwriting Agreement filed as an exhibit to the undersigned's registration
statement on Form S-3 (No. 333-__) ("Underwriting Agreement") are true and
correct, no stop order suspending the effectiveness of the Registration
Statement (as defined in the Underwriting Agreement) or of any part thereof has
been issued and no proceedings for that purpose have been instituted or, to the
knowledge of the undersigned, are contemplated by the Securities and Exchange
Commission and, subsequent to the respective dates of the most recent financial
statements in the Prospectus (as defined in the Underwriting Agreement), there
has been no material adverse change in the financial position or results of
operations of the undersigned and its subsidiaries except as set forth in or
contemplated by the Prospectus.

                                                     Very truly yours,

                                                     UNISYS CORPORATION


                                                     By_________________
                                                        Name:
                                                        Title:


                                                                               1

<PAGE>
                                                                    ANNEX II (B)

                               UNISYS CORPORATION

                                   ("Company")

                                Equity Securities

                                 TERMS AGREEMENT

                                                                 _________, 20__

Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania  19424
Attention: Vice President and Treasurer

Dear Sirs:

      [On behalf of the several Underwriters named in Schedule A hereto and for
their respective accounts, we] [We] offer to purchase, on and subject to the
terms and conditions of the Underwriting Agreement Basic Provisions filed as an
exhibit to the Company's registration statement on Form S-3 (No. 333-_)
("Underwriting Agreement"), the following securities ("Securities") on the
following terms:

      Title: [Common Stock] [Preferred Stock, Series ______]

      Number of Shares to be issued: [___shares]

      [For Preferred Stock:

      Voting Rights:

      Preferred Stock Dividends: [cash dividends of $ to $ per share payable
quarterly in arrears on _____ __, ______ __, _______ __ and _______ __.]

      Optional Redemption:

      Mandatory Redemption/Sinking Fund:

      Liquidation Preference: [$   per share plus   ].

      Name of Exchange or Market: [New York Stock Exchange] [NASDAQ National
Market System] [American Stock Exchange]

      [Period Designated Pursuant to Section 4(f) of the Underwriting Agreement:
__years.]

      [Period Designated Pursuant to Section 4(h) of the Underwriting Agreement:
______ days.]

      [Conversion Provisions]:


                                                                               2

<PAGE>
      [Other Terms]

      Price to Public: $____per share

      Underwriting Discounts and Commission:

      Proceeds to Company:

      Over-Allotment Option:

      Closing Date:     A.M. on         , 20 , at

             in New York

Federal (same-day) funds.

      Name of Transfer Agent and Registrar:

      [Name[s] and Address[es] of Representative[s]:]]

      [For Common Stock:

      Name of Exchange or Market: [New York Stock Exchange] [NASDAQ National
Market System] [American Stock Exchange]

      [Period Designated Pursuant to Section 4(f) of the Underwriting Agreement:
__years.]

      [Period Designated Pursuant to Section 4(h) of the Underwriting Agreement:
______ days.]

      [Other Terms]

      Price to Public: $____per share

      Underwriting Discounts and Commission:

      Proceeds to Company:

      Over-Allotment Option:

      Closing Date:             A.M. on         , 20 , at

          in New York

Federal (same-day) funds.

      Name of Transfer Agent and Registrar:

      [Name[s] and Address[es] of Representative[s]:]]


                                                                               3

<PAGE>
The respective shares of the Securities to be purchased by each of the
Underwriters are set forth opposite their names in Schedule A hereto.

            [If appropriate, insert--It is understood that we may, with your
      consent, amend this offer to add additional Underwriters and reduce the
      number of shares to be purchased by the Underwriters listed in Schedule A
      hereto by the number of shares to be purchased by such additional
      Underwriters.]

            The provisions of the Underwriting Agreement are incorporated herein
      by reference [If appropriate, insert--, except that the obligations and
      agreements set forth in Section 7 ("Default of Underwriters") of the
      Underwriting Agreement shall not apply to the obligations of the
      Underwriters to purchase the above Securities].

            The Securities will be made available for checking and packaging at
      the office of at least 24 hours prior to the Closing Date.

            [Please signify your acceptance of our offer by signing the enclosed
      response to us in the space provided and returning it to us.]


                                                                               4
         
      [Please signify your acceptance of the aforegoing by return wire not later
than P.M. today.]

                                             Very truly yours,
                                             [Insert name(s) of Representatives
                                             or Underwriters] [On behalf of--
                                             themselves--itself--and as
                                             Representative[s] of the Several]
                                             [As] Underwriters[s]
                                             [By [Name of Representative]]

                                                    By_______________
                                                      Name:
                                                      Title:


                                                                               5

<PAGE>
                                   SCHEDULE A


<TABLE>
<CAPTION>
                                                              Number of
                 Underwriter                                    Shares
                                                              ----------
<S>                                                           <C>




Total...........................................
                                                              =========
</TABLE>



                                                                               1

<PAGE>
To: [Insert name(s) of Representatives or Underwriters]

      As [Representative[s] of the Several]

              Underwriter[s],
      [c/o   [Name of Representative]]

      We accept the offer contained in your [letter] [wire], dated        , 20 ,
relating to ______shares of our [Insert title of Securities] (the "Terms
Agreement"). We also confirm that, to the best of our knowledge after reasonable
investigation, the representations and warranties of the undersigned in the
Underwriting Agreement Basic Provisions filed as an exhibit to the undersigned's
registration statement on Form S-3 (No. 333-__) (together with the Terms
Agreement, the "Underwriting Agreement") are true and correct, no stop order
suspending the effectiveness of the Registration Statement (as defined in the
Underwriting Agreement) or of any part thereof has been issued and no
proceedings for that purpose have been instituted or, to the knowledge of the
undersigned, are contemplated by the Securities and Exchange Commission and,
subsequent to the respective dates of the most recent financial statements in
the Prospectus (as defined in the Underwriting Agreement), there has been no
material adverse change in the financial position or results of operations of
the undersigned and its subsidiaries except as set forth in or contemplated by
the Prospectus.

                                                     Very truly yours,

                                                     UNISYS CORPORATION


                                                     By_________________
                                                       Name:
                                                       Title:


                                                                               1


<PAGE>
                               UNISYS CORPORATION

                                       AND

                            HSBC Bank USA, as Trustee

                                    Indenture

                             Dated as of ___________

<PAGE>
Cross-Reference Table*


<TABLE>
<CAPTION>
Trust Indenture                                               Indenture Section
   Act Section
<S>                                                           <C>
310 (a)(1)                                                           6.9
    (a)(2)                                                           6.9
    (a)(3)                                                           N.A.
    (a)(4)                                                           N.A.
    (a)(5)                                                           6.9
    (b)                                                              6.8
    (c)                                                              N.A.
311 (a)                                                              6.13
    (b)                                                              6.13
    (c)                                                              N.A.
312 (a)                                                              4.1, 4.2(a)
    (b)                                                              4.2(b)
    (c)                                                              4.2(c)
313 (a)                                                              4.4(a)
    (b)(1)                                                           4.4(a)
    (b)(2)                                                           4.4(a)
    (c)                                                              4.4(a)
    (d)                                                              4.4(b)
314 (a)(1)                                                           4.3
    (a)(2)                                                           4.3
    (a)(3)                                                           4.3
    (a)(4)                                                           4.5
    (b)                                                              N.A.
    (c)(1)                                                           11.5
    (c)(2)                                                           11.5
    (c)(3)                                                           N.A.
    (d)                                                              N.A.
    (e)                                                              11.5
    (f)                                                              N.A.
315 (a)                                                              6.1
    (b)                                                              5.11
    (c)                                                              6.1
    (d)                                                              6.1
    (e)                                                              5.12
316 (a) (last sentence)                                              7.4
    (a)(1)(A)                                                        5.9
    (a)(1)(B)                                                        5.10
    (a)(2)                                                           N.A.
    (b)                                                              5.7
    (c)                                                              5.10
317 (a)(1)                                                           5.2
    (a)(2)                                                           5.2
    (b)                                                              3.4
318 (a)                                                             11.7
</TABLE>


--------

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




<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE 1 DEFINITIONS                                                          1

SECTION 1.1. CERTAIN TERMS DEFINED                                             1

ARTICLE 2 SECURITIES                                                           8

SECTION 2.1. FORMS GENERALLY                                                   8

SECTION 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION                   8

SECTION 2.3. AMOUNT UNLIMITED; ISSUABLE IN SERIES                              8

SECTION 2.4. AUTHENTICATION AND DELIVERY OF SECURITIES                        11

SECTION 2.5. EXECUTION OF SECURITIES                                          12

SECTION 2.6. CERTIFICATE OF AUTHENTICATION                                    13

SECTION 2.7. DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST        13

SECTION 2.8. REGISTRATION, TRANSFER AND EXCHANGE                              13

SECTION 2.9. MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES        19

SECTION 2.10. CANCELLATION OF SECURITIES; DESTRUCTION THEREOF                 20

SECTION 2.11. TEMPORARY SECURITIES                                            20

ARTICLE 3 COVENANTS OF THE ISSUER                                             21

SECTION 3.1.
 PAYMENT OF PRINCIPAL AND INTEREST                                22

SECTION 3.2. OFFICES FOR PAYMENTS, ETC                                        23

SECTION 3.3. APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE               23
</TABLE>


<PAGE>

<TABLE>
<S>                                                                           <C>
SECTION 3.4. PAYING AGENTS                                                    24

SECTION 3.5. WRITTEN STATEMENT TO TRUSTEE                                     24

SECTION 3.6. LIMITATION ON MORTGAGES AND LIENS                                24

SECTION 3.7. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS                    27

ARTICLE 4 SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE    28

SECTION 4.1. ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
             ADDRESSES OF SECURITYHOLDERS                                     28

SECTION 4.2. PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS' LISTS            29

SECTION 4.3. REPORTS BY THE ISSUER                                            30

SECTION 4.4. REPORTS BY THE TRUSTEE                                           30

ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT     31

SECTION 5.1. EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF
             DEFAULT                                                          31

SECTION 5.2. COLLECTION OF INDEBTEDNESS BY TRUSTEE;                           31

TRUSTEE MAY PROVE DEBT                                                        34

SECTION 5.3. APPLICATION OF PROCEEDS                                          37

SECTION 5.4. SUITS FOR ENFORCEMENT                                            38

SECTION 5.5. RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS              38

SECTION 5.6. LIMITATIONS ON SUITS BY SECURITYHOLDERS                          39
</TABLE>



                                       2

<PAGE>

<TABLE>
<S>                                                                           <C>
SECTION 5.7.  UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN
              SUITS                                                           39

SECTION 5.8.  POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER
              OF DEFAULT                                                      40

SECTION 5.9.  CONTROL BY HOLDERS OF SECURITIES                                40

SECTION 5.10. WAIVER OF PAST DEFAULTS                                         41

SECTION 5.11. TRUSTEE TO GIVE NOTICE OF DEFAULT                               42

SECTION 5.12. RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS    42

ARTICLE 6 CONCERNING THE TRUSTEE                                              43

SECTION 6.1.  DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT;
              PRIOR TO DEFAULT                                                43

SECTION 6.2.  CERTAIN RIGHTS OF THE TRUSTEE                                   44

SECTION 6.3.  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
              SECURITIES OR APPLICATION OF PROCEEDS THEREOF                   46

SECTION 6.4.  TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC        46

SECTION 6.5.  MONEYS HELD BY TRUSTEE                                          47

SECTION 6.6.  COMPENSATION AND INDEMNIFICATION OF
              TRUSTEE AND ITS PRIOR CLAIM                                     47

SECTION 6.7.  RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC          48

SECTION 6.8.  QUALIFICATION OF TRUSTEE                                        48

SECTION 6.9.  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE                     48
</TABLE>


                                       3

<PAGE>

<TABLE>
<S>                                                                          <C>
SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE       49

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE                  51

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
              OF TRUSTEE                                                      52

SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
              THE ISSUER                                                      53

ARTICLE 7 CONCERNING THE SECURITYHOLDERS                                      53

SECTION 7.1. EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS                      53

SECTION 7.2. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES   53

SECTION 7.3. HOLDERS TO BE TREATED AS OWNERS                                  54

SECTION 7.4. SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING                54

SECTION 7.5. RIGHT OF REVOCATION OF ACTION TAKEN                              55

ARTICLE 8 SUPPLEMENTAL INDENTURES                                             55

SECTION 8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS       55

SECTION 8.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS          57

SECTION 8.3. EFFECT OF SUPPLEMENTAL INDENTURE                                 59

SECTION 8.4. DOCUMENTS TO BE GIVEN TO TRUSTEE                                 59

SECTION 8.5. NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES     59
</TABLE>



                                       4

<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE                           60

SECTION 9.1. ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN TERMS                   60

SECTION 9.2. SUCCESSOR ISSUER SUBSTITUTED                                     60

SECTION 9.3. OPINION OF COUNSEL TO TRUSTEE                                    61

ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS          61

SECTION 10.1. SATISFACTION AND DISCHARGE OF INDENTURE                         61

SECTION 10.2. APPLICATION OF TRUST MONEY                                      62

SECTION 10.3. DEFEASANCE UPON DEPOSIT OF FUNDS OR GOVERNMENT OBLIGATIONS      62

SECTION 10.4. REPAYMENT OF MONEYS HELD BY PAYING AGENT                        63

SECTION 10.5. RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED
              FOR TWO YEARS                                                   64

SECTION 10.6. REINSTATEMENT                                                   65

ARTICLE 11 MISCELLANEOUS PROVISIONS                                           65

SECTION 11.1. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER
              EXEMPT FROM INDIVIDUAL LIABILITY                                65

SECTION 11.2. PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
              AND HOLDERS OF SECURITIES                                       66

SECTION 11.3. SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE             66
</TABLE>



                                       5

<PAGE>

<TABLE>
<S>                                                                           <C>
SECTION 11.4. NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF
              SECURITIES                                                      66

SECTION 11.5. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS
              TO BE CONTAINED THEREIN                                         66
                                                                                 
SECTION 11.6. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS                 68 
                                                                                 
SECTION 11.7. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST                  
              INDENTURE ACT OF 1939                                           68 
                                                                                 
SECTION 11.8. NEW YORK LAW TO GOVERN                                          68 
                                                                                 
SECTION 11.9. COUNTERPARTS                                                    68 
                                                                                 
SECTION 11.10. EFFECT OF HEADINGS                                             68 
                                                                                 
SECTION 11.11. SECURITIES IN A FOREIGN CURRENCY OR IN ECU                     68 
                                                                                 
SECTION 11.12. JUDGMENT CURRENCY                                              71 
                                                                                 
ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS                         72 
                                                                                 
SECTION 12.1. APPLICABILITY OF ARTICLE                                        72 
                                                                                 
SECTION 12.2. NOTICE OF FULL AND PARTIAL REDEMPTION; PARTIAL REDEMPTIONS      73 
                                                                                 
SECTION 12.3. PAYMENT OF SECURITIES CALLED FOR REDEMPTION                     73 
                                                                                 
SECTION 12.4. EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR               
              SELECTION FOR REDEMPTION                                        74 
                                                                                 
SECTION 12.5. MANDATORY AND OPTIONAL SINKING FUNDS                            75 
</TABLE>
                                                                      


                                       6

<PAGE>
      THIS INDENTURE, dated as of ____________ between UNISYS CORPORATION, a
Delaware corporation (the "Issuer"), and HSBC Bank USA, not in its individual
capacity, but solely as Trustee (the "Trustee").

                              W I T N E S S E T H:

      WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured and unsubordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture 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 this Indenture 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 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 1

                                   DEFINITIONS

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

<PAGE>
assigned to such terms in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. The terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular.

      "Affiliated Corporation" means any corporation which is controlled by the
Issuer but which is not a Subsidiary of the Issuer pursuant to the definition of
the term "Subsidiary."

      "Attributable Debt" means, as to any particular Sale and Leaseback
Transaction, at any date as of which the amount thereof is to be determined, the
total amount determined by multiplying (i) the aggregate sale price of the Real
Property subject to such arrangement by (ii) a fraction, the numerator of which
is the number of months in the unexpired term of the lease of such Real Property
and the denominator of which is the number of months in the full term of such
lease (in each case, excluding any renewal term unless the renewal is at the
option of the lessor).

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

      "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
by the Board of Directors and to be in full force and effect, and delivered to
the Trustee.

      "Business Day" means, with respect to any Security, a day that is not a
day on which banking institutions are authorized or required by law or
regulation to be closed (a) in the City of New York or (b) if the currency in
which the Security is denominated is other than Dollars, the financial center of
the country issuing the currency in which the Security is denominated (which, in
the case of ECU, shall be Brussels, Belgium).

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time.


                                       2

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

      "Consolidated Stockholders' Equity" means, with respect to any Person as
of any date, all amounts that would be reflected in stockholders' equity on a
consolidated balance sheet of such Person determined in accordance with
generally accepted accounting principles in the United States, excluding any
direct equity adjustments to such consolidated stockholders' equity effected
pursuant to Statement of Financial Accounting Standards No. 52 - "Foreign
Currency Translation", Statement of Financial Accounting Standards No. 133 -
"Accounting for Derivative Instruments and Hedging Activities", Statement of
Financial Accounting Standards No. 87 - "Employers' Accounting for Pensions",
Statement of Financial Accounting Standards No. 115 - "Accounting for Certain
Investments in Debt and Equity Securities" and/or similar non-cash direct equity
adjustments required by changes to generally accepted accounting principles from
those in effect on the date of this Indenture.

      "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office of HSBC Bank USA at the date of the
execution of this Indenture is located at 452 Fifth Avenue, New York, New York
10018.

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


                                       3

<PAGE>
      "Dollar" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

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

      "European Communities" shall have the meaning set forth in Section
11.11(b)

      "Event of Default" shall have the meaning set forth in Section 5.1.

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

      "Funded Debt" means any indebtedness for money borrowed, created, issued,
incurred, assumed or guaranteed which would, in accordance with generally
accepted accounting practice, be classified as long-term debt, but in any event
including all indebtedness for money borrowed, whether secured or unsecured,
maturing more than one year, or extendible at the option of the obligor to a
date more than one year, after the date of determination thereof (excluding any
amount thereof included in current liabilities).

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

      "Holder", "holder of Securities", "Securityholder" or other similar terms
mean the person in whose name such Security is registered in the security
register kept by or on behalf of the Issuer for that purpose in accordance with
the terms hereof.

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


                                       4

<PAGE>
      "Interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

      "Issuer" means (except as otherwise provided in Article Six) Unisys
Corporation and, subject to Article Nine, its successors and assigns.

      "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by the chairman of the Board of Directors, any vice chairman
of the Board of Directors, the chief executive officer, the president, any vice
president or the treasurer of the Issuer.

      "Officers' Certificate" means a certificate signed by two officers of the
Issuer, one of whom must be the chief financial officer of the Issuer, and
delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 11.5.

      "Opinion of Counsel" means an opinion in writing signed by the general
corporate counsel or such other legal counsel who may be an employee of or
counsel to the Issuer. Each such opinion shall include the statements provided
for in Section 11.5, 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) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

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

      "Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except

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


                                       5

<PAGE>
      (b) Securities, or portions thereof, for the payment or redemption of
   which moneys or government obligations (as provided for in Section 10.3) 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 for the holders of such Securities
   (if the Issuer shall act as its own paying agent), provided that if such
   Securities, or portions thereof, are to be redeemed prior to the maturity
   thereof, notice of such redemption shall have been given as herein provided,
   or provision satisfactory to the Trustee shall have been made for giving such
   notice; and

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

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

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

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

            "Real Property" means any real property, and any building, structure
or other facility thereon, located within the United States (other than its
territories or possessions) owned by the Issuer or any Subsidiary the


                                       6

<PAGE>
gross book value (without deduction of any depreciation reserves) of which on
the date as of which the determination is being made exceeds 1% of Consolidated
Stockholders' Equity, other than any such real property, building, structure or
other facility or portion thereon, that, in the opinion of the Board of
Directors, is not of material importance to the business conducted by the Issuer
and its Subsidiaries, taken as a whole.

            "Responsible Officer" when used with respect to the Trustee means
any officer within the Corporate Trust Department (or any successor group of the
Trustee) with direct responsibility for the administration of this Indenture and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge and familiarity with the
particular subject.

            "Sale and Leaseback Transaction" has the meaning specified in
Section 3.7.

            "Security" or "Securities" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture, or, as the
case may be, Securities that have been authenticated and delivered under this
Indenture.

            "Subsidiary" means any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power to elect
a majority of the directors of such corporation, irrespective of whether or not
at the time stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency, is at
the time, directly or indirectly, owned or controlled by the Issuer or by one or
more Subsidiaries thereof, or by the Issuer and one or more Subsidiaries,
provided, however, that such term shall not include any corporation controlled
by the Issuer (herein referred to as an "Affiliated Corporation") which:

            (i) does not transact any substantial portion of its business or
regularly maintain any substantial portion of its operating assets within the
continental limits of the United States;

            (ii) is principally engaged in the business of financing (including,
without limitation, the purchase, holding, sale or discounting of or lending
upon any accounts receivable, notes, contracts, leases or other forms


                                       7

<PAGE>
of obligations) the sale or lease of merchandise, equipment or services (a) by
the Issuer, (b) by a Subsidiary (whether such sales or leases have been made
before or after the date when such corporation became a Subsidiary), (c) by
another Affiliated Corporation or (d) by any corporation prior to the time when
substantially all its assets have heretofore been or shall hereafter have been
acquired by the Issuer;

            (iii) is principally engaged in the business of owning, leasing,
dealing in or developing real property; or

            (iv) is principally engaged in the holding of stock in, and/or the
financing of operations of, an Affiliated Corporation.

            "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee.

            "Trust Indenture Act of 1939" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was originally
executed; provided, however, that if the Trust Indenture Act of 1939 is amended,
then Trust Indenture Act of 1939 shall mean the Trust Indenture Act of 1939 as
so amended.

            "vice president", when used with respect to the Issuer or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title of "vice president".

            "Wholly Owned Subsidiary" means a Subsidiary of which all of the
outstanding voting stock (other than directors' qualifying shares) is at the
time, directly or indirectly, owned by the Issuer and/or by one or more Wholly
Owned Subsidiaries.

            "Yield to Maturity" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.


                                       8

<PAGE>
                                    ARTICLE 2

                                   SECURITIES

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

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

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

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

                                  HSBC Bank USA
                                  as Trustee


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

                                       9

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

            The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions of the Board of
Directors and set forth in a Board Resolution, or to the extent established
pursuant to (rather than set forth in) such Board Resolution in an Officers'
Certificate detailing such establishment, and/or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series,

            (1) the designation of the Securities of the series (which may be
      part of a series of Securities previously issued);

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

            (3) any date on which the principal of, and premium, if any, on the
      Securities of the series is payable;

            (4) the rate or rates at which the Securities of the series shall
      bear interest, if any, the date or dates from which such interest shall
      accrue, on which such interest shall be payable and on which a record
      shall be taken for the determination of Holders to whom interest is
      payable and/or the method by which such rate or rates or date or dates
      shall be determined and the basis on which interest shall be calculated if
      other than a 360-day year consisting of twelve 30-day months;

            (5) the place or places where the principal of, and premium, if any,
      or any interest on Securities of the series shall be payable (if other
      than as provided in Section 3.2);

            (6) the price or prices at which, the period or periods within which
      and the terms and conditions upon which Securities of the series


                                       10

<PAGE>
      may be redeemed, in whole or in part, at the option of the Issuer,
      pursuant to any sinking fund or otherwise;

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

            (8) if other than denominations of $1,000 and any multiple of $1,000
      thereafter, the denominations in which Securities of the series shall be
      issuable;

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

            (10) the currency or currencies or currency unit or currency units
      in which the Securities of that series are denominated (including but not
      limited to Dollars, any Foreign Currency or ECU) and the aggregate
      principal amount of the series which may be authenticated and delivered
      under this Indenture (except for Securities authenticated and delivered
      upon registration and transfer of, or in exchange for, or in lieu of,
      other Securities of such series pursuant to this Indenture);

            (11) if other than the currency or currencies or currency unit or
      currency units in which the Securities of that series are denominated, the
      currency or currencies or currency unit or currency units in which payment
      of the principal of, premium, if any, or interest on the Securities of
      such series shall or may be payable;

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


                                       11

<PAGE>
            (13) if the amount of payments of principal of, premium, if any, and
      interest on the Securities of the series may be determined with reference
      to an index based on a currency or currencies or currency unit or currency
      units other than that in which the Securities of the series are
      denominated, the manner in which such amount shall be determined;

            (14) whether the Securities of the series are to be convertible or
      exchangeable for other securities of the Issuer or any other Person and
      the terms and conditions thereof;

            (15) whether any of the Securities of the series will be issuable as
      Global Securities;

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

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

            SECTION 2.4. Authentication and Delivery of Securities. The Issuer
may deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the order of the Issuer (contained in the Issuer Order
referred to below in this Section), or pursuant to such procedures acceptable to
the Trustee and to such recipients as may be specified from time to time by an
Issuer Order. The maturity date, Original Issue Date, interest rate and any
other terms of the Securities of such series shall be determined by or pursuant
to such Issuer Order and procedures. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in conclusively relying upon:

            (1) an Issuer Order requesting such authentication and setting forth
      delivery instructions if the Securities are not to be delivered to the
      Issuer;


                                       12

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

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

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

                  (a) the form or forms and terms of such Securities have been
            established pursuant to Sections 2.1 and 2.3 and comply with this
            Indenture, and

                  (b) such Securities when authenticated and delivered by the
            Trustee and issued by the Issuer in the manner and subject to any
            conditions specified in such Opinion of Counsel, will constitute
            valid and legally binding obligations of the Issuer, enforceable in
            accordance with their terms, subject to bankruptcy, insolvency,
            fraudulent conveyance, reorganization, moratorium and other similar
            laws relating to or affecting creditors' rights generally, general
            equitable principles (whether considered in a proceeding in equity
            or at law) and an implied covenant of good faith and fair dealing.

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

            If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section and the Issuer Order with respect to such series,


                                       13

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

            Each Depositary designated pursuant to Section 2.3 must, at the time
of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

            SECTION 2.5. Execution of Securities. The Securities shall be signed
on behalf of the Issuer by the chairman of its Board of Directors, any vice
chairman of its Board of Directors, its chief executive officer, its president,
any vice president or its treasurer. Such signature may be the manual or
facsimile signature of the present or any future such officers. The seal of the
Issuer may be (but need not be) impressed, affixed, imprinted or otherwise
reproduced on the Securities and may be a facsimile thereof. 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 an officer.


                                       14

<PAGE>
            SECTION 2.6. Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.

            SECTION 2.7. Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable as registered
securities without coupons and in denominations established as contemplated by
Section 2.3 or, if not so established, in denominations of $1,000 and any
multiple thereof. The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the approval of the
Trustee as evidenced by the execution and authentication thereof.

            Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest shall be payable on the dates, established as contemplated by Section
2.3.

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


                                       15

<PAGE>
(except a date for payment of defaulted interest) for the Securities of any
series shall mean the date specified as such in the terms of the Securities of
such series established as contemplated by Section 2.3.


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

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

            At the option of the Holder thereof, Securities of any series
(except a Global Security) may be exchanged for a Security or Securities of such
series, maturity date, interest rate and Original Issue Date of other authorized
denominations and of a like aggregate principal amount, upon surrender of such
Securities to be exchanged at the agency of the Issuer which shall be maintained
for such purpose in accordance with Section 3.2 and upon payment, if the Issuer
shall so require, of the charges hereinafter provided. Whenever any Securities
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. All Securities surrendered upon any exchange or
registration of transfer provided for in this Indenture shall be promptly
canceled and destroyed by the Trustee in accordance with its normal procedures.

            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


                                       16

<PAGE>
of transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the holder or his attorney duly authorized in writing.

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

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

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

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


                                       17

<PAGE>
            The Issuer may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for
the authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form, in any authorized denominations, in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing such
Securities, in exchange for such Global Security or Securities.

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

            (i) to the Person specified by such Depositary a new Security or
      Securities of the same series, of any authorized denominations as
      requested by such Person, in an aggregate principal amount equal to and in
      exchange for such Person's beneficial interest in the Global Security; and

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

            Upon the exchange of a Global Security for Securities in definitive
registered form, in authorized denominations, such Global Security shall be
canceled by the Trustee. Securities in definitive registered form issued in
exchange for a Global Security pursuant to this Section 2.8 shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing. The Trustee
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.


                                       18

<PAGE>
            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.

            SECTION 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon the written request of any officer of the Issuer, the Trustee
shall authenticate and deliver, a new Security of the same series, maturity
date, interest rate and Original Issue Date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so 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 destruction, loss or theft of such Security and of the
ownership thereof.

      Upon the issuance of any 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 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, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.

            Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is


                                       19

<PAGE>
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the 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 of such series
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 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 2.10. Cancellation of Securities; Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered 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; and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy canceled Securities held by it in
accordance with its normal procedures. 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 2.11. Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Securities, of any authorized denomination, and substantially in the
form of the definitive Securities of such series but with such omissions,
insertions and variations as may be appropriate for temporary Securities of such
series, all as may be determined by the Issuer as evidenced by the execution and
authentication thereof. 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


                                       20

<PAGE>
substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary Securities
of such series may be surrendered in exchange therefor without charge at each
office or agency to be maintained by the Issuer for that purpose pursuant to
Section 3.2, and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series a like aggregate principal amount of
definitive Securities of the same series of authorized denominations. Until so
exchanged, the temporary Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series, unless
otherwise established pursuant to Section 2.3.

                                    ARTICLE 3

                             COVENANTS OF THE ISSUER

            SECTION 3.1. Payment of Principal and Interest. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in this
Indenture. The interest on Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to or
upon the written order of the Holders thereof and at the option of the Issuer
may be paid (i) by mailing checks to or upon the written order of such Holders
at their last addresses as they appear on the registry books of the Issuer or
(ii) by wire transfer to bank accounts maintained by such Holders.

            Notwithstanding any provisions of this Indenture and the Securities
of any series to the contrary, if the Issuer and a Holder of any Security so
agree or if expressly provided pursuant to Section 2.3, payments of interest on,
and any portion of the principal of, such Holder's Security (other than interest
payable at maturity or on any redemption or repayment date or the final payment
of principal on such Security) shall be made by the Paying Agent, upon receipt
from the Issuer of the immediately available funds by 10:00 a.m., New York City
time (or such other time as may be


                                       21

<PAGE>
agreed to between the Issuer and the Paying Agent), directly to the Holder of
such Security (by Federal funds wire transfer or otherwise) if the Holder has
delivered written instructions to the Trustee 15 days prior to such payment date
requesting that such payment will be so made and designating the bank account to
which such payments shall be so made and in the case of payments of principal
surrenders the same to the Trustee in exchange for a Security or Securities
aggregating the same principal amount as the unredeemed principal amount of the
Securities surrendered. The Trustee shall be entitled to rely on the last
instruction delivered by the Holder pursuant to this Section 3.1 unless a new
instruction is delivered 15 days prior to a payment date. The Issuer will
indemnify and hold each of the Trustee and any Paying Agent harmless against any
loss, liability or expense (including attorneys' fees) resulting from any act or
omission to act on the part of the Issuer or any such Holder in connection with
any such agreement or from making any payment in accordance with any such
agreement.

            SECTION 3.2. Offices for Payments, etc. The Issuer will maintain or
cause to be maintained in The City of New York, an agency where the Securities
of each series may be presented for payment, an agency where the Securities of
each series may be presented for exchange as is provided in this Indenture and,
if applicable, pursuant to Section 2.3, an agency where the Securities of each
series may be presented for registration of transfer as in this Indenture
provided.

            The Issuer will maintain or cause to be maintained in The City of
New York, an agency where notices and demands to or upon the Issuer in respect
of the Securities of any series or this Indenture may be served. The Issuer will
give to the Trustee written notice of the location of each such agency and of
any change of location thereof.

            In case the Issuer shall fail to maintain any such agency in The
City of New York, 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 of the Trustee.

            The Issuer may from time to time designate one or more agencies
where the Securities of a series may be presented for payment, where the
Securities of that series may be presented for exchange as provided in this
Indenture and pursuant to Section 2.3 and where the Securities of that series
may be presented for registration of transfer as in this Indenture


                                       22

<PAGE>
provided, and the Issuer may from time to time rescind any such designation, as
the Issuer may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain the agencies provided for in the immediately preceding
paragraphs. The Issuer will give to the Trustee prompt written notice of any
such designation or rescission thereof.

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

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

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

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

            The Issuer will, on or prior to 10:00 a.m. on each due date of the
principal of or interest on the Securities of such series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming due,
and (unless such paying agent is the Trustee) the Issuer will promptly notify
the Trustee of any failure to take such action.

            If the Issuer shall act as its own paying agent with respect to the
Securities of any Series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in


                                       23

<PAGE>
trust for the benefit of the Holders of the Securities of such series a sum
sufficient to pay such principal or interest so becoming due. The Issuer will
promptly notify the Trustee of any failure to take such action.

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

            Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 10.4 and 10.5.

            SECTION 3.5. Written Statement to Trustee. The Issuer will deliver
to the Trustee, within 120 days after the end of each fiscal year, commencing
with the fiscal year in which the Securities are first issued, a written
statement, signed by two of its officers (which need not comply with Section
11.5), stating that in the course of the performance of their duties as officers
of the Issuer they would normally have knowledge of any default by the Issuer in
the performance or fulfillment of any covenant, agreement or condition contained
in this Indenture, stating whether or not they have knowledge of any such
default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof.

            SECTION 3.6. Limitation on Mortgages and Liens. The Issuer shall not
at any time, directly or indirectly, create or assume and shall not cause or
permit a Subsidiary, directly or indirectly, to create or assume, otherwise than
in favor of the Issuer or a Wholly Owned Subsidiary, any mortgage, pledge or
other lien or encumbrance upon any Real Property or upon any stock or
indebtedness of any Subsidiary, whether now owned or hereafter acquired, without
making effective provision (and the Issuer covenants that in such case it will
make or cause to be made effective provision) whereby the Securities and any
other indebtedness of the Issuer then entitled thereto shall be secured by such
mortgage, pledge, lien or encumbrance equally and ratably with any and all other
obligations and indebtedness thereby secured, so long as any such other
obligations and


                                       24

<PAGE>
indebtedness shall be so secured; provided, however, that the foregoing covenant
shall not be applicable to the following:

            (a)(i) any mortgage, pledge or other lien or encumbrance existing as
of the date of this Indenture, or (ii) any mortgage, pledge or other lien or
encumbrance on any property hereafter acquired or constructed by the Issuer or a
1Subsidiary, or on which property so constructed is located, and created prior
to, contemporaneously with or within 180 days after, such acquisition or
construction or the commencement of commercial operation of such property to
secure or provide for the payment of any part of the purchase or construction
price of such property, or (iii) the acquisition by the Issuer or a Subsidiary
of such property subject to any mortgage, pledge, or other lien or encumbrance
upon such property existing at the time of acquisition thereof, whether or not
assumed by the Issuer or such Subsidiary, or (iv) any mortgage, pledge, or other
lien or encumbrance existing on the property, shares of stock or indebtedness of
a corporation at the time such corporation shall become a Subsidiary, or (v) any
conditional sales agreement or other title retention agreement with respect to
any property hereafter acquired or constructed; provided that the lien of any
such mortgage, pledge or other lien does not spread to property owned prior to
such acquisition or construction or to other property thereafter acquired or
constructed other than additions to such acquired or constructed property and
other than property on which property so constructed is located, and provided,
further, that if a firm commitment from a bank, insurance company or other
lender or investor (not including the Issuer, a Subsidiary or an Affiliate of
the Issuer) for the financing of the acquisition or construction of property is
made prior to, contemporaneously with or within the 180 day period hereinabove
referred to, the applicable mortgage, pledge, lien or encumbrance shall be
deemed to be permitted by this subsection (a) whether or not created or assumed
within such period;

            (b) any mortgage, pledge or other lien or encumbrance created for
the sole purpose of extending, renewing or refunding any mortgage, pledge, lien
or encumbrance permitted by subsection (a) of this Section; provided, however,
that the principal amount of indebtedness secured thereby shall not exceed the
principal amount of the indebtedness being extended, renewed or refunded and
that such extension, renewal or refunding of any mortgage, pledge, lien or
encumbrance shall be limited to all or any part of the same property that
secured the mortgage, pledge or other lien or encumbrance extended, renewed or
refunded;


                                       25

<PAGE>
            (c) liens for taxes or assessments or governmental charges or levies
not then due and delinquent or the validity of which is being contested in good
faith, and against which an adequate reserve has been established; pledges or
deposits to secure public or statutory obligations or to secure performance in
connection with bids or contracts; materialmen's, mechanics', carrier's,
workmen's, repairmen's or other like liens, or deposits to obtain the release of
such liens; deposits to secure surety, stay, appeal or customs bonds; liens
created by or resulting from any litigation or legal proceeding which is
currently being contested in good faith by appropriate proceedings; licenses or
leases or patents, trademarks or trade names; leases and liens, rights of
reverter and other possessory rights of the lessor thereunder; zoning
restrictions, easements, rights-of-way or other restrictions on the use of real
property or minor irregularities in the title thereto; and any other liens and
encumbrances similar to those described in this subsection, the existence of
which does not, in the opinion of the Issuer, materially impair the use by the
Issuer or a Subsidiary of the affected property in the operation of the business
of the Issuer or a Subsidiary, or the value of such property for the purposes of
such business;

            (d) any contracts for production, research or development with or
for the Government, directly or indirectly, providing for advance, partial or
progress payments on such contracts and for a lien, paramount to all other
liens, upon money advanced or paid pursuant to such contracts, or upon any
material or supplies in connection with the performance of such contracts to
secure such payments to the Government; and liens or other evidences of interest
in favor of the Government, paramount to all other liens, on any equipment,
tools, machinery, land or buildings hereafter constructed, installed or
purchased by the Issuer or a Subsidiary primarily for the purpose of
manufacturing or providing any product or performing any development work,
directly or indirectly, for the Government to secure indebtedness incurred and
owing to the Government for the construction, installation or purchase of such
equipment, tools, machinery, land or buildings. For the purpose of this
subsection (d), "Government" shall mean the Government of the United States of
America and any department or agency thereof;

            (e) any mortgage, pledge or other lien or encumbrance created after
the date of this Indenture on any property leased to or purchased by the Issuer
or a Subsidiary after that date and securing, directly


                                       26

<PAGE>
or indirectly, obligations issued by a State, a territory or a possession of the
United States, or any political subdivision of any of the foregoing, or the
District of Columbia, to finance the cost of acquisition or cost of construction
of such property, provided that the interest paid on such obligations is
entitled to be excluded from gross income of the recipient pursuant to Section
103 of the Code (or any successor to such provision) as in effect at the time of
the issuance of such obligations;

            (f) any pledge of notes, chattel mortgages, leases, accounts
receivable, trade acceptances and other paper arising in the ordinary course of
business, out of installment or conditional sales to or by, or other
transactions involving title retention with, distributors, dealers or other
customers, of merchandise, equipment or services; and

            (g) any mortgage, pledge or other lien or encumbrance not otherwise
permitted under this Section, provided the aggregate amount of indebtedness
secured by all such mortgages, pledges, liens or encumbrances, together with the
Attributable Debt in respect of Sale and Leaseback Transactions not otherwise
permitted except under Section 3.7(a) does not exceed the greater of
$250,000,000 or 5% of Consolidated Stockholders' Equity.

            SECTION 3.7. Limitation on Sale and Leaseback Transactions. The
Issuer shall not, and shall not permit any Subsidiary to, sell or transfer
(except to the Issuer or one or more Wholly Owned Subsidiaries, or both) any
Real Property with the intention of taking back a lease of such property other
than a lease for a temporary period (not exceeding 36 months) with the intent
that the use by the Issuer or such Subsidiary of such property will be
discontinued on or before the expiration of such period (herein referred to as a
"Sale and Leaseback Transaction") unless either:

            (a) the sum of the Attributable Debt with respect to property
involved in Sale and Leaseback Transactions not otherwise permitted under this
Section plus the aggregate amount of indebtedness secured by all mortgages,
pledges, liens and encumbrances not otherwise permitted except under Section
3.6(g) does not exceed the greater of $250,000,000 or 5% of Consolidated
Stockholders' Equity, or


                                       27

<PAGE>
            (b) the Issuer within 120 days after the sale or transfer shall have
been made by the Issuer or by any such Subsidiary applies an amount equal to the
greater of (i) the net proceeds of the sale of the Real Property sold and leased
back pursuant to such arrangement or (ii) the fair market value of the Real
Property sold and leased back at the time of entering into such arrangement
(which may be conclusively determined by the Board of Directors) to the
retirement of the Securities or other Funded Debt of the Company ranking on a
parity with the Securities; provided, that the amount required to be applied to
the retirement of outstanding Securities or other Funded Debt of the Issuer
pursuant to this clause (b) shall be reduced by (1) the principal amount of any
Securities delivered within 120 days after such sale to the Trustee for
retirement and cancellation, and (2) the principal amount of any other Funded
Debt of the Issuer ranking on a parity with the Securities voluntarily retired
by the Issuer within 120 days after such sale, whether or not any such
retirement of Funded Debt shall be specified as being made pursuant to this
clause (b). Notwithstanding the foregoing, no retirement referred to in this
clause (b) may be effected by payment at maturity or pursuant to any mandatory
sinking fund payment or any mandatory prepayment provision.

                                    ARTICLE 4

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

            SECTION 4.1. Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the holders of the
Securities of each series:

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

            (b) at such other times as the Trustee may request in writing,
      within 30 days after receipt by the Issuer of any such


                                       28

<PAGE>
      request as of a date not more than 15 days prior to the time such
      information is furnished,

provided that if and so long as the Trustee shall be the Security registrar for
such series, such list shall not be required to be furnished.

            SECTION 4.2. Preservation and Disclosure of Securityholders' Lists.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
each series of Securities (i) contained in the most recent list furnished to it
as provided in Section 4.1 or (ii) received by it in the capacity of Security
registrar for such series, if so acting. The Trustee may destroy any list
furnished to it as provided in Section 4.1 upon receipt of a new list so
furnished.

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

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

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


                                       29

<PAGE>
            If the Trustee shall elect not to afford to such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Securities, as the
case may be, whose name and address appears in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

            (c) Each and every holder of Securities, by receiving and holding
the same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the holders of Securities in accordance with the provisions of Section 4.1 or
this Section, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under subsection (b) of this Section.

            SECTION 4.3. Reports by the Issuer. The Issuer covenants to file
with the Trustee and the Commission, and transmit to Holders of Securities, such
information, documents and reports and such summaries thereof as may be required
by the Trust Indenture Act of 1939 at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports
which the Issuer may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 shall be filed with
the Trustee within 15 days after the same are required to be filed with the
Commission.

            SECTION 4.4. Reports by the Trustee. (a) Within 60 days after each
May 15th, beginning with May 15, 20__, the Trustee shall transmit to the
Securityholders of each series a brief report dated as of such reporting date
that complies with Section 313(a) of the Trust Indenture Act of 1939, if such a
report is required pursuant to Section 313(a) of the Trust


                                       30

<PAGE>
Indenture Act of 1939. The Trustee also shall comply with Section 313(b) of the
Trust Indenture Act of 1939. The Trustee shall also transmit all reports as
required by Section 313(c) of the Trust Indenture Act of 1939.

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

                                    ARTICLE 5

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

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

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

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

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


                                       31

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

            (e) a court having jurisdiction in the premises shall enter a decree
      or order for relief in respect of the Issuer in an involuntary case under
      any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee or 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, and such decree or order shall remain unstayed
      and in effect for a period of 60 consecutive days;

            (f) the Issuer shall commence a voluntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      consent to the entry of an order for relief in an involuntary case under
      any such law, or consent to the appointment of or taking possession by a
      receiver, liquidator, assignee, custodian, trustee or sequestrator (or
      similar official) of the Issuer or for any substantial part of its
      property, or make any general assignment for the benefit of creditors; or

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

If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then, and in each and every such case,


                                       32

<PAGE>
unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding
hereunder by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable.

            The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such series and the
principal of any and all Securities of such series which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series, to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other reasonable expenses
and liabilities incurred, and all reasonable advances made, by the Trustee
except as a result of negligence or bad faith, and if any and all Events of
Default under the Indenture with respect to the Securities of that series, other
than the non-payment of the principal of Securities of that series which shall
have become due by acceleration, shall have been cured, waived or otherwise
remedied as provided herein -- then and in every such case the holders of a
majority in aggregate principal amount of all the Securities of such series then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to such series 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.


                                       33

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

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

            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


                                       34

<PAGE>
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 such Securities and collect in the manner provided by law out of the
property of the Issuer or other obligor upon such 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 similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of any Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

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

            (b) unless prohibited by applicable law and regulations, to vote on
      behalf of the holders of the Securities of


                                       35

<PAGE>
      any series in any election of a trustee or a standby trustee in
      arrangement, reorganization, liquidation or other bankruptcy or insolvency
      proceedings or person performing similar functions in comparable
      proceedings, and

            (c) to collect and receive any moneys or other property payable or
      deliverable on any such claims, and to distribute all amounts received
      with respect to the claims of the Securityholders and of the Trustee on
      their behalf; and any trustee, receiver, or liquidator, custodian or other
      similar official is hereby authorized by each of the Securityholders to
      make payments to the Trustee, and, in the event that the Trustee shall
      consent to the 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 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 to the Trustee or any predecessor Trustee pursuant to
      Section 6.6.

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

            All rights of action and of asserting claims under this Indenture,
or under any of the Securities of any series, may be enforced by the Trustee
without the possession of any of the Securities of such series or the production
thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of reasonable 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 respect of which such
action was taken.


                                       36

<PAGE>
            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 in respect to which such action was taken, and it shall not be
necessary to make any holders of such Securities parties to any such
proceedings.

            SECTION 5.3. Application of Proceeds. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall 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 in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

            FIRST: To the payment of costs and expenses applicable to such
      series in respect of which monies have been collected, including
      reasonable compensation to the Trustee and each predecessor Trustee and
      their respective agents and attorneys and of all 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 to the Trustees or any predecessor Trustee
      pursuant to Section 6.6;

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


                                       37

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

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

            SECTION 5.4. Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion (but shall not be obligated to) 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 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


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<PAGE>
rights, remedies and powers of the Issuer, the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.

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

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


                                       39

<PAGE>
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

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

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

            SECTION 5.9. Control by Holders of Securities. The Holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to the Securities of
such series by this Indenture; provided that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture and
provided further that (subject to the provisions of Section 6.1) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board
of directors, the executive committee, or a trust committee of directors or
Responsible Officers of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine


                                       40

<PAGE>
that the actions or forebearances specified in or pursuant to such direction
would be unduly prejudicial to the interests of Holders of the Securities of any
series not joining in the giving of said direction, it being understood that
(subject to Section 6.1) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are unduly prejudicial to such Holders.

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

            SECTION 5.10. Waiver of Past Defaults. Subject to Section 5.1, prior
to the declaration of the acceleration of the maturity of the Securities of any
series as provided in Section 5.1, the Holders of a majority in aggregate
principal amount of the Securities of such series at the time Outstanding may on
behalf of the Holders of all the Securities of such series waive any past
default or Event of Default described in clause (d), (e), (f) or (g) of Section
5.1 with respect to such series and its consequences except a default in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each Security affected. In the case of any such
waiver, the Issuer, the Trustee and the Holders of the Securities of such series
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.

            The Issuer may, in the circumstances permitted by the Trust
Indenture Act of 1939, fix any day as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series under Section 5.9 or this Section. If
not set by the Issuer prior to the first solicitation of a Holder of Securities
of such series made by any Person in respect of any such action, or, in the case
of any such vote, prior to such vote, the record date for any such action


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<PAGE>
or vote shall be the 30th day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 4.1) prior to such first
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the Holders of one or more series of Securities, only the
Holders of Securities of such series on such date (or their duly designated
proxies) shall be entitled to give or take, or vote on, the relevant action.

            SECTION 5.11. Trustee to Give Notice of Default. The Trustee shall,
within ninety days after the occurrence of a default with respect to the
Securities of any series, give notice of all defaults with respect to that
series actually known to a Responsible Officer of the Trustee to all Holders of
then Outstanding Securities of that series, by mailing such notice to such
Holders at their addresses as they shall appear in the registry books, unless in
each case such defaults shall have been cured before the mailing or publication
of such notice (the term "defaults" for the purpose of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse of time
or both would become, an Event of Default).

            SECTION 5.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities Outstanding of such series, or to
any suit instituted by any Securityholder for the enforcement of the payment of
the principal of or interest on any Security on or after the due date expressed
in such Security.


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<PAGE>
                                    ARTICLE 6

                             CONCERNING THE TRUSTEE

            SECTION 6.1. Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect
to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default actually
known to a Responsible Officer of the Trustee with respect to the Securities of
a series 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 misconduct, except that

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

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

                  (ii) in the absence of bad faith on the part of the Trustee,
            the Trustee may conclusively rely,


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<PAGE>
            as to the truth of the statements and the correctness of the
            opinions expressed therein, upon any certificates or opinions
            furnished to the Trustee and conforming to the requirements of this
            Indenture; but in the case of any such certificates or opinions
            which by any provision hereof are specifically required to be
            furnished to the Trustee, the Trustee shall be under a duty only to
            examine the same on their face to determine whether or not they
            conform to the requirements of this Indenture;

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

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

            None of the provisions contained in this Indenture shall require the
Trustee to expend or risk 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, in its opinion, 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:

            (a) the Trustee may conclusively rely and shall be fully protected
      in acting or refraining from acting upon any resolution, Officers'
      Certificate or any other certificate, statement, instrument, opinion,
      report, notice, request, consent, order, bond, debenture, note, security
      or other paper or


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<PAGE>
      document believed by it to be genuine and to have been signed or presented
      by the proper party or parties;

            (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 (at the expense of the
      Issuer) who may be counsel to the Issuer 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
      indemnity satisfactory to it against the costs, expenses and liabilities
      which 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) prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default, the Trustee shall
      not be bound to make any investigation into the facts or matters stated in
      any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, appraisal, bond, debenture,
      note, security, or other paper or document unless requested in writing so
      to do by the holders of not less than a majority in aggregate principal
      amount of the Securities of all series affected then outstanding; provided
      that, if the payment within


                                       45

<PAGE>
      a reasonable time to the Trustee of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation is, in the
      opinion of the Trustee, not reasonably assured to the Trustee, the Trustee
      may require indemnity satisfactory to it against such expenses or
      liabilities as a condition to proceeding; the reasonable expenses of every
      such investigation shall be paid by the Issuer or, if paid by the Trustee
      or any predecessor trustee, shall be repaid by the Issuer upon demand;

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

            (h) The Trustee shall not be charged with knowledge of any default
      or Event of Default unless a Responsible Officer of the Trustee (i) has
      actual knowledge of such Default or Event of Default or (ii) the Trustee
      has been notified in writing by the Issuer or any Holder of Securities.

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

            SECTION 6.4. Trustee and Agents May Hold Securities; 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, subject to
Sections 6.8 and 6.13, if operative, may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the


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

            SECTION 6.6. Compensation and Indemnification of Trustee and Its
Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in connection with this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all agents and other
persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence or bad faith. The Issuer also covenants
to indemnify the Trustee and each predecessor Trustee, its officers, directors,
employees and agents for, and to hold it, its officers, directors, employees and
agents harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs and expenses of defending itself against
or investigating any claim of liability in the premises. The obligations of the
Issuer under this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities, and the Securities are hereby subordinated to such senior claim.


                                       47

<PAGE>
            Whenever the Trustee incurs any fees or expenses (including the fees
and expenses of its counsel) in connection with a Default or an Event of Default
under Section 5.1 hereof, those fees and expenses are intended to constitute
administrative expenses under any bankruptcy law.

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

            The provisions of this Section shall survive the resignation or
removal of the Trustee and the termination of this Indenture.

            SECTION 6.7. Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
provided 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 gross negligence or bad faith on
the part of the Trustee, be deemed to be conclusively provided and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of gross negligence or bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.

            SECTION 6.8. Qualification of Trustee. The Trustee is subject to
Section 310(b) of the Trust Indenture Act of 1939 regarding disqualification of
a trustee upon acquiring any conflicting interest. In determining whether the
Trustee has a conflicting interest within the meaning of the Trust Indenture Act
with respect to Securities of any series, there shall be excluded this Indenture
with respect to Securities of any series other than such series.

            SECTION 6.9. Persons Eligible for Appointment as Trustee. The
Trustee for each series of Securities hereunder shall at all times be a
corporation organized and doing business under the laws of the United States of
America or of any state or the District of Columbia (or a Person permitted to
act as trustee by the Commission) having a combined capital and surplus


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<PAGE>
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
state or District of Columbia authority. Such corporation or Person shall have a
place of business in The City of New York if there be such a corporation or
Person in such location willing to act upon reasonable and customary terms and
conditions. If such corporation or Person publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation or Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. Such corporation or Person shall not be and shall
represent that it is not an obligor on the Securities or a person directly or
indirectly controlling, controlled by, or under common control with such
obligor. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

            SECTION 6.10. Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and, if required by
applicable law or regulations, by mailing notice of such resignation to the
Holders of then Outstanding Securities of each series affected at their
addresses as they shall appear on the registry books. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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


                                       49

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

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

            (iii) the Trustee shall become incapable of acting with respect to
      any series of Securities, or shall be adjudged a bankrupt or insolvent, or
      a receiver or liquidator of the Trustee or of its property shall be
      appointed, or any public officer shall take charge or control of the
      Trustee or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation;

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

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


                                       50

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

            (e) The retiring Trustee shall not be liable for the acts or
omissions of any successor Trustee hereunder.

            (f) Upon appointment of any successor Trustee, all fees, charges and
expenses of the retiring Trustee shall be paid.

            SECTION 6.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.5,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument which, subject to Section 6.6, need
not include an indemnity by the Issuer, transferring to such successor trustee
all such rights, powers, duties and obligations. Upon request of any such
successor trustee, the Issuer shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a prior claim upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
6.6.

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


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<PAGE>
respect to the Securities of any series as to which the predecessor Trustee is
not retiring shall continue to be vested in the predecessor Trustee, and shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such trustees co-trustees of the same
trust and that each such trustee shall be trustee of a trust or trusts under
separate indentures.

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

            Upon acceptance of appointment by any successor trustee as provided
in this Section 6.11, the Issuer shall mail notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Issuer fails to mail such notice within ten
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.

            SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee and all other appointments
hereunder; provided, that such corporation shall be qualified under the
provisions of Section 6.8 and eligible under the provisions of Section 6.9
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

            In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the Trustee


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

            SECTION 6.13. Preferential Collection of Claims Against the Issuer.
If the Trustee shall be or shall become a creditor, directly or indirectly,
secured or unsecured, of the Issuer (or any other obligor upon the securities),
the Trustee shall be subject to the provisions of the Trust Indenture Act of
1939 regarding the collection of claims against the Issuer (or any such other
obligor).

                                    ARTICLE 7

                         CONCERNING THE SECURITYHOLDERS

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

            SECTION 7.2. Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any


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instrument by a Securityholder or his agent or proxy may be proved by the
Security register or by a certificate of the Security registrar.

            SECTION 7.3. Holders to be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the person
in whose name any Security shall be registered upon the Security register for
such series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
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
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes 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 by delivering to the Trustee an Officers'
Certificate and Opinion of Counsel to such effect. 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


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<PAGE>
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

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

                                    ARTICLE 8

                             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 (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following purposes:


                                       55

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

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

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

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

            (e) to add any additional Events of Default with respect to all or
      any series of Securities (and, if such Event of Default is applicable to
      less than all series of Securities, specifying the series to which such
      Event of Default is applicable);

            (f) to cure any ambiguity or to correct or supplement any provision
      contained herein or in any supplemental indenture which may be defective
      or inconsistent with any other provision contained herein or in any
      supplemental indenture; or to make 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 which, in the opinion of the Board of Directors, shall not
      adversely affect the interests of the Holders of the Securities;

            (g) to change or eliminate any of the provisions of this Indenture;
      provided that any such change or elimination shall become


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<PAGE>
      effective only when there is no Security Outstanding of any series created
      prior to the execution of such supplemental indenture which is adversely
      affected by such change in or elimination of such provision; and

            (h) to establish the form or terms of Securities of any series as
      permitted by Sections 2.1 and 2.3.

            The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

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

            SECTION 8.2. Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article Seven) of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a resolution of
its Board of Directors, and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act of 1939 as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series; provided, that no such supplemental
indenture shall (a) extend the final maturity of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or make
the principal thereof (including any amount in respect of original issue
discount), or interest or premium thereon payable in any coin or currency other
than that provided in the Securities or in accordance with the terms thereof, or
reduce the amount of the principal of


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<PAGE>
an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.1 or the amount
thereof provable in bankruptcy pursuant to Section 5.2, or impair or affect the
right of any Securityholder to institute suit for the payment thereof or, if the
Securities provide therefor, any right of repayment at the option of the
Securityholder without the consent of the Holder of each Security so affected,
or (b) reduce the aforesaid percentage of Securities of any series, the consent
of the Holders of which is required for any such supplemental indenture, without
the consent of the Holders of each Security so affected.

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

            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 as aforesaid and other documents, if any, required by Section
7.1, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

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

            Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuer
shall mail a notice thereof to the Holders of then Outstanding Securities of
each series affected thereby, by mailing a notice thereof by first-class mail to
such Holders at their addresses as they shall appear on the Security register.
Any failure of the Issuer to mail such notice, or any defect


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<PAGE>
therein, shall not, however, in any way impair or affect the validity of any
such supplemental Indenture.

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

            SECTION 8.4. Documents to Be Given to Trustee. The Trustee shall, in
addition to the documents required by Section 11.5 hereof, receive an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article 8 complies with the applicable provisions of this Indenture.

            SECTION 8.5. Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee upon advice of
counsel for such series as to any matter provided for by such supplemental
indenture or as to any action taken at any such meeting. If the Issuer or the
Trustee shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee (as to form) and the Board of Directors
(as to form and substance), 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 of such series then
outstanding.


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<PAGE>
                                    ARTICLE 9

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

            SECTION 9.1. Issuer May Consolidate, etc., on Certain Terms. The
Issuer covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
Person, unless (i) either the Issuer shall be the continuing corporation, or the
successor corporation or the Person which acquires by sale or conveyance
substantially all the assets of the Issuer (if other than the Issuer) shall be a
corporation or entity organized under the laws of the United States of America
or any state thereof and shall expressly assume the due and punctual payment of
the principal of and interest, if any, on all the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Issuer, by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation or entity, and (ii) the Issuer or
such successor corporation or entity, as the case may be, shall not, immediately
after such merger or consolidation, or such sale or conveyance, be in default in
the performance of any such covenant or condition.

            SECTION 9.2. Successor Issuer Substituted. In case of any such
consolidation, merger, sale or conveyance, 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, which 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 authenticate and
shall deliver any Securities, which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities, which such successor 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


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<PAGE>
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

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

            SECTION 9.3. Opinion of Counsel to Trustee. The Trustee shall, in
addition to the documents required by Section 11.5 hereof, receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale, lease
or conveyance, and any such assumption, and any such liquidation or dissolution,
complies with this Article 9 and the applicable provisions of this Indenture.

                                   ARTICLE 10

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

            SECTION 10.1. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to any series of
Securities (except as to any surviving rights of conversion or registration of
transfer or exchange of Securities of such series expressly provided for herein
or in the form of Security for such series), and the Trustee, on demand of and
at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

      (1) either

            (A) all Securities of that series theretofore authenticated and
delivered (other than (i) Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.9,
and (ii) Securities of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the


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<PAGE>
Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.4) have been delivered to the Trustee canceled or for
cancellation; or

            (B) all such Securities of that series not theretofore delivered to
the Trustee canceled or for cancellation

                  (i) have become due and payable, or

                  (ii) will become due and payable at their stated maturity
      within one year, or

                  (iii) are to be called for redemption within one year under
      arrangements satisfactory to the Trustee for the giving of notice of
      redemption by the Trustee in the name, and at the expense, of the Issuer,

and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose an
amount, which shall be immediately due and payable, sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee canceled or for cancellation, for principal (and premium, if any)
and interest, if any, to the date of such deposit (in the case of Securities
which have become due and payable), or to the stated maturity or redemption
date, as the case may be;

      (2) the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer with respect to the Securities of such series; and

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

      SECTION 10.2. Application of Trust Money. All money deposited with the
Trustee pursuant to Section 10.1 or Section 10.3 shall be held in trust and
applied by it, in accordance with the provisions of the series of Securities in
respect of which it was deposited and this Indenture, to the payment, either
directly or through any Paying Agent (including the Issuer acting as its own
Paying Agent), to the Persons entitled thereto, of the


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<PAGE>
principal (and premium, if any) and interest for whose payment such money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

      SECTION 10.3. Defeasance Upon Deposit of Funds or Government Obligations.
Unless pursuant to Section 2.3 provision is made that this Section 10.3 shall
not be applicable to the Securities of any series, at the Issuer's option,
either (a) the Issuer shall be deemed to have been Discharged (as defined below)
from its obligations with respect to any series of Securities after the
applicable conditions set forth below have been satisfied or (b) the Issuer
shall cease to be under any obligation to comply with any term, provision or
condition set forth in Sections 3.6 and 3.7 (and any other Sections applicable
to such Securities that are determined pursuant to Section 2.3 to be subject to
this provision) with respect to any series of Securities at any time after the
applicable conditions set forth below have been satisfied:

            (1) the Issuer shall have deposited or caused to be deposited
      irrevocably with the Trustee as trust funds in trust, specifically pledged
      as security for, and dedicated solely to, the benefit of the Holders of
      the Securities of such series (i) money in an amount, or (ii) the
      equivalent in securities of the government which issued the currency in
      which the Securities of such series are denominated or securities issued
      by government agencies backed by the full faith and credit of such
      government, which through the payment of interest and principal in respect
      thereof in accordance with their terms will provide, not later than one
      day before the due date of any payment, money in an amount, or (iii) a
      combination of (i) and (ii), sufficient, in the opinion (with respect to
      (ii) and (iii)) of a nationally recognized firm of independent public
      accountants expressed in a written certification thereof delivered to the
      Trustee, to pay and discharge each installment of principal (including
      mandatory sinking fund payments) and any premium of, interest on and any
      repurchase obligations with respect to the outstanding securities of such
      series on the dates such installments of interest or principal or
      repurchase obligations are due;

            (2) no Event of Default or event (including such deposit) which with
      notice or lapse of time would become an Event of Default with respect to
      the Securities of such series shall have occurred and be continuing on the
      date of such deposit; and


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<PAGE>
            (3) the Issuer shall have delivered to the Trustee an Opinion of
      Counsel, from counsel who is not an employee of the Issuer but which may
      be outside general counsel to the Issuer, to the effect that Holders of
      the Securities of such series 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 10.3 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 option had not been exercised.

            The term "Discharged" means that the Issuer shall be deemed to have
      paid and discharged the entire indebtedness represented by, and
      obligations under, the Securities of such series and to have satisfied all
      the obligations under this Indenture relating to the Securities of such
      series (and the Trustee, at the expense of the Issuer, shall execute
      proper instruments acknowledging the same), except (A) the rights of
      Holders of Securities to receive, from the trust fund described in
      Subsection (1) above, payment of the principal and any premium of and any
      interest on such Securities when such payments are due; (B) the Issuer's
      obligations with respect to such Securities under Sections 2.8, 2.9, 3.2,
      3.4, 6.6 and 10.2; and (C) the rights, powers, trusts, duties and
      immunities of the Trustee hereunder (including, without limitation, its
      rights under Section 6.6 hereunder).

            SECTION 10.4. Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.

            SECTION 10.5. Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the principal of or interest on any Security of
any series and not applied but remaining unclaimed for two years after the date
upon which such principal or interest shall have become due and payable, shall,
upon the written request of the Issuer and unless otherwise required by
mandatory provisions of applicable


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<PAGE>
escheat or abandoned or unclaimed property law (as advised by counsel, pursuant
to Section 6.2), be repaid to the Issuer by the Trustee for such series or such
paying agent, and the Holder of the Security of such series 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 10.6. Reinstatement. If the Trustee is unable to apply any
money in accordance with Sections 10.2 or 10.3, as the case may be, by reason of
any legal proceeding or by reason of order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuer's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 10.2 or 10.3, as the case may be, until such time as the Trustee is
permitted to apply all such money in accordance with Section 10.2 or 10.3, as
the case may be; provided, however, that if the Issuer has made payment of
principal of, or interest on any Securities because of the reinstatement of its
obligations, the Issuer shall be subrogated to the rights of Holders of such
Securities to receive such payment from money held by the Trustee.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS

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


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<PAGE>
            SECTION 11.2. Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities. Nothing in this Indenture or in the
Securities, expressed or implied, shall give or be construed to give to any
person, firm or corporation, other than the parties hereto and their successors
and the Holders of the Securities 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 of the Holders of the Securities.

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

            SECTION 11.4. Notices and Demands on Issuer, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer may be given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Issuer is filed by the Issuer with the
Trustee) to Unisys Corporation, Unisys Way, Blue Bell, Pennsylvania 19424,
Attention: General Counsel. Any notice, direction, request or demand by the
Issuer or any holder of Securities 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.

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


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<PAGE>
authorized or permitted by this Indenture and that all such conditions precedent
have been complied with.

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

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

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


                                       67

<PAGE>
            Any certificate or opinion of any independent firm of public
accountants 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, if any, on or principal of the Securities of
any series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.

            SECTION 11.7. Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

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

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

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

            SECTION 11.11. Securities in a Foreign Currency or in ECU. (a)
Whenever for purposes of this Indenture any action may be taken by the holders
of a specified percentage in aggregate principal amount of Securities of all
series at the time outstanding and, at such time, there are outstanding
Securities of any series which are denominated in a currency or currencies or
currency unit or currency units other than Dollars, then the principal amount


                                       68

<PAGE>
of Securities of such series which shall be deemed to be outstanding for the
purpose of taking such action shall be that amount of Dollars that could be
obtained for such principal amount based on (i) in the case of Securities
denominated in a foreign currency, the Market Exchange Rate in effect on the
date on which such action is to be taken (the "Determination Date") or (ii) in
the case of Securities denominated in ECU, the Official ECU Exchange Rate (or,
if ECU ceases to be used both (a) within the European Monetary System and (b)
for the settlement of transactions by public institutions of or within the
European Communities, then based on the Dollar Equivalent of the ECU) on the
Determination Date. The provisions of this paragraph shall apply in determining
the equivalent number of votes to which each securityholder or proxy shall be
entitled in respect of Securities of a series denominated in a currency other
than Dollars in connection with any vote taken by holders of Securities pursuant
to the terms of this Indenture.

            (b) For the purposes of this Section 11.11, the following terms
shall have the following meanings:

            "Component Currency" means any currency which, on the Conversion
      Date, was a component currency of the ECU.

            "Conversion Date" means the last date on which ECU was used either
      (i) within the European Monetary System or (ii) for the settlement of
      transactions by public institutions of or within the European Communities.

            "Dollar Equivalent of the ECU" means the amount, as calculated by
      the Trustee on each Determination Date, equal to the sum obtained by
      adding together the results obtained by converting the Specified Amount of
      each Component Currency into Dollars at the Market Exchange Rate on the
      Determination Date for such Component Currency.

            "European Communities" means the European Economic Community, the
      European Coal and Steel Community and the European Atomic Energy
      Community.

            "Market Exchange Rate" shall mean for any currency the noon Dollar
      buying rate for that currency for cable transfers quoted in New York City
      on the Determination Date as certified


                                       69

<PAGE>
      for customs purposes by the Federal Reserve Bank of New York. If such
      rates are not available for any reason with respect to one or more
      currencies for which an exchange rate is required, the Trustee shall use
      without liability on its part, such quotation of the Federal Reserve Bank
      of New York as of the most recent available date, or if such quotation is
      unavailable, quotations from Citibank, N.A., or if unavailable, any other
      bank with combined assets of at least $500 million in New York City or in
      the country of issue of the currency in question, or such other quotations
      as the Issuer shall deem appropriate. Unless otherwise specified by the
      Trustee, if there is more than one market for dealing in any currency by
      reason of foreign exchange regulations or otherwise, the market to be used
      in respect of such currency shall be that upon which a nonresident issuer
      of securities designated in such currency would purchase such currency in
      order to make payments in respect of such securities, as advised by the
      Issuer.

            "Official ECU Exchange Rate" applicable to any currency with respect
      to any payment to be made hereunder means the exchange rate between the
      ECU and such currency reported by the Commission of the European
      Communities (currently based on the rates in effect at 2:30 p.m., Brussels
      time, on the relevant exchange markets) or if such exchange rate ceases to
      be so reported, then such exchange rate shall be determined by the Trustee
      using, without liability on its part, quotations from Citibank, N.A., or
      if unavailable, any other bank with combined assets of at least $500
      million in New York City or if such quotation is unavailable, such other
      quotations as the Issuer shall deem appropriate, on the applicable
      Determination Date.

            "Specified Amount" of a Component Currency means the number of units
      or fractions thereof which such Component Currency represented in the ECU
      on the Conversion Date. If after the Conversion Date the official unit of
      any Component Currency is altered by way of combination or subdivision,
      the Specified Amount of such Component Currency shall be divided or
      multiplied in the same proportion. If after the Conversion Date two or
      more Component Currencies are consolidated into a single currency, the
      respective Specified Amounts of such


                                       70

<PAGE>
      Component Currencies shall be replaced by an amount in such single
      currency equal to the sum of the respective Specified Amounts of such
      consolidated Component Currencies expressed in such single currency, and
      such amount shall thereafter be a Specified Amount and such single
      currency shall thereafter be a Component Currency. If after the Conversion
      Date any Component Currency shall be divided into two or more currencies,
      the Specified Amount of such Component Currency shall be replaced by
      specified amounts of such two or more currencies, the sum of which, at the
      market Exchange Rate of such two or more currencies on the date of such
      replacement, shall be equal to the Specified Amount of such former
      Component Currency divided by the number of currencies into which such
      Component Currency was divided, and such amounts shall thereafter be
      Specified Amounts and such currencies shall thereafter be Component
      Currencies.

            (c) All decisions and determinations of the Trustee regarding the
Market Exchange Rate and the ECU Exchange Rate shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Issuer
and all Holders.

            SECTION 11.12. Judgment Currency. The obligation of the Issuer in
respect of any sum due to any securityholder hereunder shall, notwithstanding
any judgment in a currency (the "Judgment Currency") other than the currency in
which the payment is due (the "Required Currency"), be discharged only to the
extent that on the Business Day following receipt by such securityholder of any
sum adjudged to be so due in the Judgment Currency, such securityholder may in
accordance with normal banking procedures purchase the amount originally due to
such securityholder in the Required Currency with the Judgment Currency; if the
amount of the Required Currency so purchased is less than the sum originally due
to such securityholder in the Required Currency, the Issuer agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
securityholder against such loss, and if the amount of the Required Currency so
purchased exceeds the sum originally due to such securityholder, such
securityholder agrees to remit to the Issuer such excess.


                                       71

<PAGE>
                                   ARTICLE 12

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

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

            SECTION 12.2. Notice of Full and Partial Redemption; Partial
Redemptions. Notice of redemption to the Holders of Securities of any series to
be redeemed as a whole or in part at the option of the Issuer shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at least
30 days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such series at their last addresses as they shall
appear upon the registry books. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives the notice. Failure to give notice by mail, or any defect in
the notice to the Holder of any Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

            The notice of redemption to each such Holder shall specify (i) the
principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the date fixed for redemption, (iii) the redemption price (and
premium, if any), (iv) the place or places of payment, (v) that payment will be
made upon presentation and surrender of such Securities, (vi) that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, (vii) that interest accrued to the date fixed for redemption
will be paid as specified in such notice and (viii) that on and after said date
interest thereon or on the portions thereof to be redeemed will cease to accrue.
In case any Security of a series is to be redeemed in part only the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.


                                       72

<PAGE>
            The notice of redemption of Securities of any series to be redeemed
at the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

            On or before 10 a.m., New York City time, on the redemption date
specified in the notice of redemption given as provided in this Section, the
Issuer will deposit with the Trustee or with one or more paying agents (or, if
the Issuer is acting as its own paying agent, set aside, segregate and hold in
trust as provided in Section 3.4) an amount of money sufficient to redeem on the
redemption date all the Securities of such series so called for redemption at
the appropriate redemption price, together with accrued interest to the date
fixed for redemption (and premium, if any). The election of the Issuer to redeem
any Securities shall be evidenced by a Board Resolution in addition to any other
requirements set forth hereunder. If less than all the outstanding Securities of
a series are to be redeemed, the Issuer will deliver to the Trustee at least 60
days (or such shorter period as shall be acceptable to the Trustee for its
convenience) prior to the date fixed for redemption an Officers' Certificate
stating the aggregate principal amount of Securities to be redeemed.

            If less than all the Securities of a series are to be redeemed, the
Trustee shall, subject to Section 12.4, select by lot Securities of such Series
to be redeemed in whole or in part. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

            SECTION 12.3. Payment of Securities Called for Redemption. If notice
of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price (and
premium, if any), together with interest, if any, accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the 


                                       73

<PAGE>
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue shall be void, and except as provided in Sections 6.5 and 10.5, such
Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price (and premium, if any) thereof and unpaid interest
to the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, said Securities or
the specified portions thereof shall be paid and redeemed by the Issuer at the
applicable redemption price (and premium, if any), together with interest, if
any, accrued thereon to the date fixed for redemption; provided that payment of
interest, if any, becoming due on or prior to the date fixed for redemption
shall be payable to the Holders of Securities registered as such on the relevant
record date subject to the terms and provisions of Section 2.4 hereof.

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

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

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


                                       74

<PAGE>
            SECTION 12.5. Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".

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

            On or before the forty-fifth day next preceding each sinking fund
payment date for any series, the Issuer will deliver to the Trustee a written
statement signed by an authorized officer of the Issuer (a) specifying the
portion of the mandatory sinking fund payment to be satisfied by payment of cash
and the portion to be satisfied by credit of Securities of such series, (b)
stating that none of the Securities of such series has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived or
cured) and are continuing and (d) stating whether or not the Issuer intends to
exercise its right to make an optional sinking fund payment with respect to such
series and, if so, specifying the amount of such optional sinking fund payment
which the Issuer intends to pay on or before the next succeeding sinking fund
payment date. Any Securities of such series to be credited and required to be
delivered to the Trustee in order for the Issuer to be entitled to credit
therefor as aforesaid which have not theretofore been delivered to the Trustee
shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with
such written statement (or reasonably


                                       75

<PAGE>
promptly thereafter if acceptable to the Trustee). Such written statement shall
be irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such forty-fifth day, to deliver such
written statement and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to
the Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Issuer makes no such request then it shall be carried over and invested by the
Trustee in mutual or trust fund institutions which are registered with the
Commission under the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, and which have underlying investments
consisting solely of and limited to United States Government obligations until a
sum in excess of $50,000 is available. The Trustee, upon written instruction
from the Issuer, shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a specified principal amount of
Securities of such series then Outstanding to absorb said cash, as nearly as may
be, and shall (if requested in writing by the Issuer) inform the Issuer of the
serial numbers of the Securities of such series (or portions thereof) so
selected. Securities of any series which are (a) owned by the Issuer or are
certified by the Issuer by means of an Officers' Certificate to be owned by an
entity directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer, as shown by the Security register, and
not actually known to a Responsible Officer of the Trustee to have been pledged
or hypothecated by the Issuer or any such entity; or (b) identified in an
Officers' Certificate at least 60 days


                                       76

<PAGE>
prior to the sinking fund payment date as being beneficially owned by, and not
pledged or hypothecated by, the Issuer or an entity directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer shall be excluded from Securities of such series eligible for selection
for redemption. The Trustee, in the name and at the expense of the Issuer (or
the Issuer, if it shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 12.2 (and with the effect provided in Section 12.3)
for the redemption of Securities of such series in part at the option of the
Issuer. The amount of any sinking fund payments not so applied or allocated to
the redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the principal of, and interest on, the Securities of such series at
maturity.

            At least one day before each sinking fund payment date, the Issuer
shall pay to the Trustee in cash or shall otherwise provide for the payment of
all interest accrued to the date fixed for redemption on Securities to be
redeemed on the next following sinking fund payment date.

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


                                       77

<PAGE>
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this Section to the redemption of such
Securities.

                                       78

<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of ____________________.

                                          UNISYS CORPORATION

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          HSBC Bank USA
                                          not in its individual capacity,
                                          but solely as Trustee

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                       79



<PAGE>

                               UNISYS CORPORATION

                                       AND

                                  HSBC Bank USA
                                     Trustee

                                    INDENTURE

                          Dated as of _________________

                          Subordinated Debt Securities

<PAGE>
           Reconciliation and Tie Between Trust Indenture Act of 1939
                   and Indenture dated as of ________________

Trust Indenture
  Act Section                                                 Indenture Section

Section  310(a)(1)..................................................609
            (a)(2)..................................................609
            (a)(3).......................................Not Applicable
            (a)(4).......................................Not Applicable
            (b).....................................................608
                                                                    610
Section  311(a).....................................................613
            (b).....................................................613
Section  312(a).....................................................701
                                                                 702(a)
            (b)..................................................702(b)
            (c)..................................................702(c)
Section  313(a)..................................................703(a)
            (b)..................................................703(a)
            (c)..................................................703(a)
            (d)..................................................703(b)
Section  314(a).....................................................704
            (a)(4).................................................1005
            (b)..........................................Not Applicable
            (c)(1)..................................................102
            (c)(2)..................................................102
            (c)(3).......................................Not Applicable
            (d)..........................................Not Applicable
            (e).....................................................102
Section  315(a).....................................................601
            (b).....................................................602
            (c).....................................................601
            (d).....................................................601
            (e).....................................................514
Section  316(a).....................................................101
            (a)(1)(A)...............................................502
                                                                    512
            (a)(1)(B)...............................................513
            (a)(2).......................................Not Applicable
            (b).....................................................508
            (c)..................................................104(g)
Section  317(a)(1)..................................................503

<PAGE>
            (a)(2)..................................................504
            (b)....................................................1003
Section  318(a).....................................................107

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

<PAGE>
                              TABLE OF CONTENTS(1)


<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
ARTICLE I   Definitions and Other Provisions of General Application........   1
         SECTION 101.  Definitions.........................................   1
         SECTION 102.  Compliance Certificates and Opinions................   9
         SECTION 103.  Form of Documents Delivered to Trustee..............   10
         SECTION 104.  Acts of Holders; Record Dates.......................   10
         SECTION 105.  Notices, etc., to Trustee and Company...............   13
         SECTION 106.  Notice to Holders; Waiver...........................   13
         SECTION 107.  Conflict with Trust Indenture Act...................   14
         SECTION 108.  Effect of Headings
 and Table of Contents............   14
         SECTION 109.  Successors and Assigns..............................   15
         SECTION 110.  Separability Clause.................................   15
         SECTION 111.  Benefits of Indenture...............................   15
         SECTION 112.  Governing Law.......................................   15
         SECTION 113.  Legal Holidays......................................   15
         SECTION 114.  Language of Notices, Etc............................   15
         SECTION 115.  Counterparts........................................   15

ARTICLE II   Security Forms................................................   16
         SECTION 201.  Forms Generally.....................................   16
         SECTION 202.  Form of Trustee's Certificate of Authentication.....   16
         SECTION 203.  Securities in Global Form...........................   17

ARTICLE III   The Securities...............................................   18
         SECTION 301.  Amount Unlimited; Issuable in Series................   18
         SECTION 302.  Denominations.......................................   22
         SECTION 303.  Execution, Authentication, Delivery and Dating......   22
         SECTION 304.  Temporary Securities................................   25
         SECTION 305.  Registration, Registration of Transfer and Exchange.   28
         SECTION 307.  Payment of Interest; Interest Rights Preserved......   34
         SECTION 308.  Persons Deemed Owners...............................   36
</TABLE>


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


                                       i

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         SECTION 309.  Cancellation...........................................................................   37
         SECTION 310.  Computation of Interest................................................................   37
         SECTION 311.  Manner of Payments in Respect of Securities............................................   38
         SECTION 312.  Compliance with Certain Laws and Regulations...........................................   38
         SECTION 313.  CUSIP Numbers..........................................................................   39

ARTICLE IV   Satisfaction and Discharge of Indenture..........................................................   39
         SECTION 401.  Satisfaction and Discharge of Indenture................................................   39
         SECTION 402.  Application of Trust Money.............................................................   40
         SECTION 403.  Satisfaction, Discharge and Defeasance of Securities of Any Series.....................   41
         SECTION 404.  Reinstatement..........................................................................   42
         SECTION 405.  Definitions............................................................................   42

ARTICLE V   Remedies..........................................................................................   44
         SECTION 501.  Events of Default......................................................................   44
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment.....................................   45
         SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee........................   46
         SECTION 504.  Trustee May File Proofs of Claim.......................................................   47
         SECTION 505.  Trustee May Enforce Claims Without Possession of Securities............................   47
         SECTION 506.  Application of Money Collected.........................................................   48
         SECTION 507.  Limitation on Suits....................................................................   48
         SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest
                         and to Convert.......................................................................   49
         SECTION 509.  Restoration of Rights and Remedies.....................................................   49
         SECTION 510.  Rights and Remedies Cumulative.........................................................   49
         SECTION 511.  Delay or Omission Not Waiver...........................................................   50
         SECTION 512.  Control by Holders.....................................................................   50
         SECTION 513.  Waiver of Past Defaults................................................................   50
         SECTION 514.  Undertaking for Costs..................................................................   51

ARTICLE VI   The Trustee......................................................................................   51
         SECTION 601.  Certain Duties and Responsibilities....................................................   51
         SECTION 602.  Notice of Defaults.....................................................................   51
         SECTION 603.  Certain Rights of Trustee..............................................................   52
         SECTION 604.  Not Responsible for Recitals or Issuance of Securities.................................   53
         SECTION 605.  May Hold Securities....................................................................   53
</TABLE>



                                       ii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         SECTION 606.  Money Held in Trust....................................................................   53
         SECTION 607.  Compensation and Reimbursement.........................................................   53
         SECTION 608.  Disqualification; Conflicting Interests................................................   54
         SECTION 609.  Corporate Trustee Required; Eligibility................................................   55
         SECTION 611.  Acceptance of Appointment by Successor.................................................   57
         SECTION 612.  Merger, Conversion, Consolidation or Succession to Business............................   58
         SECTION 613.  Preferential Collection of Claims Against Company......................................   58
         SECTION 614.  Appointment of Authenticating Agent....................................................   58

ARTICLE VII   Holders' Lists and Reports by Trustee and Company...............................................   61
         SECTION 701.  Company To Furnish Trustee Names and Addresses of Holders..............................   61
         SECTION 702.  Preservation of Information; Communications to Holders.................................   61
         SECTION 703.  Reports by Trustee.....................................................................   62
         SECTION 704.  Reports by Company.....................................................................   62

ARTICLE VIII   Consolidation, Merger, Conveyance, Transfer or Lease...........................................   63
         SECTION 801.  Company may Consolidate, Etc. Only on Certain Terms....................................   63
         SECTION 802.  Successor Corporation Substituted......................................................   64

ARTICLE IX   Supplemental Indentures..........................................................................   64
         SECTION 901.  Supplemental Indentures Without Consent of Holders.....................................   64
         SECTION 902.  Supplemental Indentures With Consent of Holders........................................   66
         SECTION 903.  Execution of Supplemental Indentures...................................................   67
         SECTION 904.  Effect of Supplemental Indentures......................................................   67
         SECTION 905.  Conformity With Trust Indenture Act....................................................   68
         SECTION 906.  Reference in Securities to Supplemental Indentures.....................................   68

ARTICLE X   Covenants.........................................................................................   68
         SECTION 1001.  Payment of Principal, Premium and Interest............................................   68
         SECTION 1002.  Maintenance of Office or Agency.......................................................   68
         SECTION 1003.  Money for Securities Payments to be Held in Trust.....................................   70
         SECTION 1004.  Additional Amounts....................................................................   71
         SECTION 1005.  Statement as to Compliance............................................................   72
         SECTION 1006.  Calculation of Original Issue Discount................................................   73

ARTICLE XI   Redemption of Securities.........................................................................   73
</TABLE>



                                      iii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         SECTION 1101.  Applicability of Article..............................................................   73
         SECTION 1102.  Election to Redeem; Notice to Trustee.................................................   73
         SECTION 1103.  Selection by Trustee of Securities to be Redeemed.....................................   73
         SECTION 1104.  Notice of Redemption..................................................................   74
         SECTION 1105.  Deposit of Redemption Price...........................................................   75
         SECTION 1106.  Securities Payable on Redemption Date.................................................   76
         SECTION 1107.  Security Redeemed in Part.............................................................   77
         SECTION 1108.  Conversion Arrangement on Call for Redemption.........................................   77

ARTICLE XII   Sinking Funds...................................................................................   78
         SECTION 1201.  Applicability of Article..............................................................   78
         SECTION 1202.  Satisfaction of Sinking Fund Payments With Securities.................................   78

ARTICLE XIII   Meetings of Holders of Securities..............................................................   80
         SECTION 1301.  Purposes for Which Meetings May Be Called.............................................   80
         SECTION 1302.  Call, Notice and Place of Meetings....................................................   80
         SECTION 1303.  Persons Entitled To Vote at Meetings..................................................   80
         SECTION 1304.  Quorum; Action........................................................................   81
         SECTION 1305.  Determination of Voting Rights; Conduct and Adjournment of Meetings...................   82

ARTICLE XIV   Immunity of Incorporators, Stockholders, Officers and Directors.................................   84
         SECTION 1401.  Immunity of Incorporators, Stockholders, Officers and Directors.......................   84

ARTICLE XV   Subordination....................................................................................   85
         SECTION 1501.  Agreement to Subordinate..............................................................   85
         SECTION 1502.  No Payments to Holders of Securities in Certain Circumstances.........................   85
         SECTION 1503.  Subrogation...........................................................................   87
         SECTION 1504.  Obligation of Company Unconditional...................................................   88
         SECTION 1505.  Payments on Securities Permitted......................................................   88
         SECTION 1506.  Effectuation of Subordination by Trustee..............................................   89
         SECTION 1507.  Knowledge of Trustee..................................................................   89
         SECTION 1508.  Trustee May Hold Senior Indebtedness; Trustee's Relation to Senior Indebtedness.......   90
         SECTION 1509.  Rights of Holders of Senior Indebtedness Not Impaired.................................   90
         SECTION 1511.  Article XV Not to Prevent Events of Default...........................................   91
</TABLE>



                                       iv

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         SECTION 1512.  Definitions...........................................................................   91

ARTICLE XVI   Conversion......................................................................................   92
         SECTION 1601.  Applicability of Article..............................................................   92
         SECTION 1602.  Conversion Privilege..................................................................   92
         SECTION 1603.  Conversion Procedure..................................................................   93
         SECTION 1604.  Cash Payments in Lieu of Fractional Shares............................................   94
         SECTION 1605.  Adjustment of Conversion Price........................................................   95
         SECTION 1606.  Rights Issued in Respect of Common Stock Issued Upon Conversion.......................   98
         SECTION 1607.  Effect of Reclassification, Consolidation, Merger or Sale.............................   99
         SECTION 1608.  Taxes on Shares Issued................................................................   99
         SECTION 1609.  Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental
                          Requirements; Listing of Common Stock...............................................   100
         SECTION 1610.  Responsibility of Trustee.............................................................   100
         SECTION 1611.  Notice to Holders Prior to Certain Actions............................................   101
         SECTION 1612.  Definitions...........................................................................   102
</TABLE>



                                       v

<PAGE>
            INDENTURE dated as of _____________, between UNISYS CORPORATION, a
Delaware corporation (the "Company"), having its principal executive office at
Unisys Way, Blue Bell, Pennsylvania 19424, and HSBC Bank USA, a New York banking
corporation, as trustee (the "Trustee").

                                    RECITALS

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

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the respective Holders from time to time of
Securities or of series thereof:

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

            SECTION 101. Definitions. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

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

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

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

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

<PAGE>
            Certain terms, used principally within an Article of this Indenture,
may be defined in that Article.

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

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

            "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

            "Authorized Newspaper" means a newspaper of general circulation in
the place of publication, printed in the official language of the country of
publication and customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are authorized or required hereunder,
they may be made (unless otherwise expressly provided herein) on the same or
different days of the week and in the same or different Authorized Newspapers.

            "Bearer Security" means any Security in the form of a bearer
security established pursuant to Section 301 which is payable to bearer and is
not a Registered Security (including without limitation any Security in
temporary or definitive global bearer form).

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

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

            "Business Day", when used with respect to any Place of Payment or
place of publication, means each Monday, Tuesday, Wednesday, Thursday and


                                       2

<PAGE>
Friday which is not a day on which banking institutions in that Place of Payment
or place of publication are authorized or obligated by or pursuant to law,
regulation or executive order to close or as specified for a series of
Securities pursuant to Section 301 or as specified for any Security in such
Security.

            "Common Stock" has the meaning specified in Section 1612.

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

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

            "Company Request", "Request of the Company", "Company Order" or
"Order of the Company" means a written request or order signed in the name of
the Company by its Chairman of the Board, its Vice Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Controller, an Assistant Controller, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be administered, which
office at the date hereof is that indicated in Section 105 of this Indenture.

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

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

            "Currency" means Dollars or Foreign Currency.

            "Defaulted Interest" has the meaning specified in Section 307.

            "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities,

                                       3

<PAGE>
the Person designated as Depositary by the Company pursuant to Section 301 until
a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Securities of that
series.

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

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

            "Event of Default" has the meaning specified in Section 501.

            "Foreign Currency" means a currency issued by the government of any
country other than the United States or a composite currency or currency unit
the value of which is determined by reference to the values of the currencies of
any group of countries.

            "Global Security" or "global Security" means a Registered or Bearer
Security evidencing all or part of a series of Securities issued to the
Depositary for such series in accordance with Section 303.

            "Holder" or "holder" means, with respect to a Registered Security,
the Person in whose name at the time a particular Registered Security is
registered in the Security Register and, with respect to a Bearer Security
and/or Coupon, the bearer thereof.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

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


                                       4

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

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

            "Officers' Certificate" means a certificate signed by two officers
of the Company, one of whom must be the chief financial officer of the Company,
and delivered to the Trustee. Each such Officers' Certificate shall contain the
statements provided in Section 102, if applicable.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company and who shall be acceptable to the
Trustee. Each Opinion of Counsel shall contain the statements provided in
Section 102, if applicable.

            "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

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

                  (3) Securities which have been paid pursuant to Section 306 or
      in exchange for or in lieu of which other Securities have been
      authenticated and delivered pursuant to this Indenture, other than any
      such Securities in respect of which there shall have been presented to the
      Trustee


                                       5

<PAGE>
      proof satisfactory to it that such Securities are held by a bona fide
      purchaser in whose hands such Securities are valid obligations of the
      Company; and

                  (4) Securities which have been Discharged pursuant to Section
      403;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Outstanding Securities or the
number of votes entitled to be cast by each Holder of a Security in respect of
such Security at any such meeting (A) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, and (B) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest, if any, on any Securities on
behalf of the Company.

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

            "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest, if any, on the Securities of that series are payable as specified
in accordance with Section 301.


                                       6

<PAGE>
            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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

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

            "Registered Security" means any Security in the form of a registered
security established pursuant to Section 301 which is registered in the Security
Register as to principal and any interest (including without limitation any
Security in temporary or definitive global registered form).

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of any series means the date specified
for that purpose as contemplated by Section 301, which date shall be, unless
otherwise specified pursuant to Section 301, the fifteenth day preceding such
Interest Payment Date, whether or not such day shall be a Business Day.

            "Responsible Officer", when used with respect to the Trustee, means
any officer within the Corporate Trust Department (or any successor group of the
Trustee) with direct responsibility for the administration of this Indenture and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge and familiarity with the
particular subject.

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

            "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

            "Senior Indebtedness" has the meaning specified in Section 1512.


                                       7

<PAGE>
            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.

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

            "Subsidiary" means any corporation at least a majority of the
outstanding voting stock of which shall at the time be owned, directly or
indirectly, by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries. For the purposes of this definition, "voting stock",
as applied to the stock (or the equivalent thereof, in the case of corporations
incorporated outside the continental limits of the United States) of any
corporation, means stock (or such equivalent) of any class or classes, however
designated, having ordinary voting power for the election of at least a majority
of the members of the board of directors (or other governing body) of such
corporation, other than stock (or such equivalent) having such power only by
reason of the happening of a contingency.

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

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

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

            "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".


                                       8

<PAGE>
            "Yield to Maturity", when used with respect to any Original Issue
Discount Security, means the annual yield to maturity, if any, set forth on the
face thereof.

            SECTION 102. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel such
action is authorized or permitted by this Indenture and that all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, except the certificate of
destruction pursuant to Section 309, shall include

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

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

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

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

            SECTION 103. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or


                                       9

<PAGE>
covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

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

            SECTION 104. Acts of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing. If Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article XIII, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments or so voting at any such meeting. Proof
of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to


                                       10

<PAGE>
Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1306.

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

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

            (d) The fact and date of execution of any such instrument or writing
pursuant to clause (c) above, the authority of the Person executing the same and
the principal amount and serial numbers of Bearer Securities held by the Person
so executing such instrument or writing and the date of holding the same may
also be proved in any other manner which the Trustee deems sufficient; and the
Trustee may in any instance require further proof with respect to any of the
matters referred to in this clause.

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


                                       11

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

            (g) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, or in
the circumstances permitted by the Trust Indenture Act, the Company may, at its
option, by or pursuant to a Board Resolution, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Where the Company does not fix a record date
prior to the first solicitation of a Holder made by any Person in respect of any
such Act, the record date for any such Act shall be the 30th day (or, if later,
the date of the most recent list of Holders required to be provided pursuant to
Section 701) prior to such first solicitation. With regard to any record date,
any request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

            SECTION 105. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company shall be made,
      given, furnished or filed in writing to or with the Trustee at its
      Corporate Trust Office, which at the date hereof is located at 452 Fifth
      Avenue, New York, New York 10018, and unless otherwise herein expressly
      provided, any such document shall be deemed to be sufficiently made,
      given, furnished or filed upon its receipt by a Responsible Officer of the
      Trustee, or


                                       12

<PAGE>
            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of this instrument or at any other address previously
      furnished in writing to the Trustee by the Company, Attention: Secretary.

            SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event:

                  (1) if any of the Securities affected by such event are
      Registered Securities, such notice shall be sufficiently given (unless
      otherwise herein expressly provided) if in writing and mailed, first-class
      postage prepaid, to each Holder affected by such event, at his address as
      it appears in the Security Register, within the time prescribed for the
      giving of such notice, and

                  (2) if any of the Securities affected by such event are Bearer
      Securities, such notice shall be sufficiently given (unless otherwise
      herein expressly provided or unless otherwise specified in such
      Securities) if published twice in an Authorized Newspaper in New York City
      and if Securities of such series are then listed on the International
      Stock Exchange of the United Kingdom and the Republic of Ireland Limited
      or the Luxembourg Stock Exchange or any other exchange located outside the
      United States and such stock exchange shall so require, in an Authorized
      Newspaper in London or Luxembourg or in such other city or cities
      specified pursuant to Section 301 or in any Security.

            In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give notice to Holders by
mail, then such notification as the Company shall direct the Trustee in writing
to give shall constitute a sufficient notification for every purpose hereunder.
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.

            In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as the Company
shall


                                       13

<PAGE>
direct the Trustee in writing to give shall constitute sufficient notice to such
Holders for every purpose hereunder.

            Neither the failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice to Holders of Registered Securities
given as provided herein.

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

            SECTION 107. Conflict with Trust Indenture Act. This Indenture is
subject to, and shall be governed by, the provisions of the Trust Indenture Act
that are required to be a part of this Indenture. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

            SECTION 108. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            SECTION 109. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

            SECTION 110. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            SECTION 111. Benefits of Indenture. Nothing in this Indenture or in
the Securities or Coupons, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent and their
successors


                                       14

<PAGE>
hereunder, the Holders and the holders of Senior Indebtedness, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

            SECTION 112. Governing Law. This Indenture and the Securities and
Coupons shall be governed by and construed in accordance with the laws of the
State of New York, without regard to conflicts of laws principles thereof.

            SECTION 113. Legal Holidays. Except as otherwise specified as
contemplated by Section 301, in any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities or Coupons, if any) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be, to the next succeeding Business Day at
such Place of Payment.

            SECTION 114. Language of Notices, Etc. Any request, demand,
authorization, direction, notice, consent or waiver required or permitted under
this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.

            SECTION 115. Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


                                       15

<PAGE>
                                   ARTICLE II

                                 Security Forms

            SECTION 201. Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be in substantially the forms as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with the rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such Securities and Coupons,
if any, as evidenced by their execution of the Securities and Coupons, if any.
If the form of Securities of any series is established by or by action taken
pursuant to a Board Resolution, a copy of the Board Resolution together with an
appropriate record of any action taken pursuant thereto, which Board Resolution
or record of such action shall have attached thereto a true and correct copy of
the forms of Security approved by or pursuant to such Board Resolution, shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

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

            SECTION 202. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication shall be in substantially the following
form:

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

                                           HSBC Bank USA,
                                           as Trustee

                                           By _______________________________
                                              Authorized Officer


                                       16

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

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

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

            Notwithstanding the provisions of Section 308 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the


                                       17

<PAGE>
Company and the Trustee shall treat a Person as the Holder of such principal
amount of Outstanding Securities represented by a definitive global Security as
shall be specified in a written statement of the Holder of such definitive
global Security or, in the case of a definitive global Security in bearer form,
of Euro-clear or CEDEL S.A. which is produced to the Trustee by such Person.

                                   ARTICLE III

                                 The Securities

            SECTION 301. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

            The Securities may be issued from time to time in one or more
series. There shall be established in or pursuant to a Board Resolution, and set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

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

            (2) any limit upon the aggregate principal amount of the Securities
      of the series which may be authenticated and delivered under this
      Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
      and except for any Securities which, pursuant to Section 303, are deemed
      never to have been authenticated and delivered hereunder);

            (3) the date or dates on which the principal of (and premium, if
      any, on) any of the Securities of the series are payable or the method of
      determination thereof and the amount or amounts of any installment of
      principal payable on such dates;

            (4) the rate or rates, or the method of determination thereof, at
      which any of the Securities of the series shall bear interest, if any, the
      date or dates from which such interest shall accrue, the Interest Payment
      Dates on which such interest shall be payable and the Regular Record Date
      for the interest payable on any Registered Securities on any Interest
      Payment Date;


                                       18

<PAGE>
            (5) the place or places where the principal of (and premium, if any)
      and interest, if any, on any of the Securities and Coupons, if any, of the
      series shall be payable and the office or agency for the Securities of the
      series maintained by the Company pursuant to Section 1002;

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

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

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

            (9) if other than Dollars, the Foreign Currency or Currencies in
      which Securities of the series shall be denominated, or in which payment
      of the principal of (and premium, if any) and/or interest on the
      Securities may be made, the particular provisions applicable thereto, and,
      if applicable, the amount of Securities of the series which entitles the
      Holder of a Security of the series to one vote for purposes of Section
      1305;

            (10) if the principal of (and premium, if any) or interest on
      Securities of a series are to be payable, at the election of the Company
      or a Holder thereof, in a Currency or Currencies other than that or those
      in which the Securities are denominated or payable without such election,
      the Currency or Currencies in which the Securities are to be paid if such
      election is made, the periods within which and the terms and conditions
      upon which such election is to be made and the time and manner of
      determining the exchange rate or rates between the Currency or Currencies
      in which the Securities are denominated or payable without such election
      and the Currency or Currencies in which the Securities are to be paid if
      such election is made;

            (11) if the amount of payments of principal of (and premium, if any)
      or interest on the Securities of the series may be determined with
      reference


                                       19

<PAGE>
      to an index, including, but not limited to, an index based on a Currency
      or Currencies other than that in which the Securities are denominated or
      payable, or any other type of index, the manner in which such amounts
      shall be determined;

            (12) if the Securities of the series are denominated or payable in a
      Foreign Currency, any other terms concerning the payment of principal of
      (and premium, if any) or any interest on such Securities (including the
      Currency or Currencies of payment thereof);

            (13) if payments of principal of (and premium, if any) or interest
      on the Securities of the series are to be made in a Currency other than
      the Currency in which such Securities are denominated, the manner in which
      the exchange rate with respect to such payments shall be determined;

            (14) if other than the principal amount thereof, the portion of the
      principal amount of any of the Securities of the series which shall be
      payable upon declaration of acceleration of the Maturity thereof pursuant
      to Section 502;

            (15) the application, if any, of Section 403, or such other means of
      satisfaction and discharge as may be specified for the Securities and
      Coupons, if any, for a series;

            (16) any deletions or modifications of or additions to the Events of
      Default set forth in Section 501 or covenants of the Company set forth in
      Article X or subordination provisions set forth in Article XV pertaining
      to the Securities of the series;

            (17) the forms of the Securities and Coupons, if any, of the series;

            (18) whether the Securities of the series are to be issued as
      Registered Securities or Bearer Securities (with or without Coupons), or a
      combination thereof, whether Bearer Securities may be exchanged for
      Registered Securities of the series and whether Registered Securities may
      be exchanged for Bearer Securities of the series (if permitted by
      applicable laws and regulations) and the circumstances under which and the
      place or places where any such exchanges, if permitted, may be made; and
      whether any Securities of the series are to be issuable initially in
      temporary global form and whether any Securities of the series are to be
      issuable in definitive global form with or without coupons and, if so,
      whether beneficial owners of


                                       20

<PAGE>
      interests in any such definitive global Security may exchange such
      interests for Securities of such series and of like tenor of any
      authorized form and denomination and the circumstances under which and the
      place or places where any such exchanges may occur, if other than in the
      manner provided in Section 305;

            (19) whether and under what circumstances and with what procedures
      and documentation the Company will pay additional amounts on any of the
      Securities and Coupons, if any, of the series to any Holder who is not a
      United States person (including a definition of such term), in respect of
      any tax, assessment or other governmental charge withheld or deducted from
      a payment thereon and, if so, whether the Company will have the option to
      redeem such Securities rather than pay additional amounts (and the terms
      of any such option);

            (20) the Person to whom any interest on any Registered Security of
      the series shall be payable, if other than the Person in whose name that
      Security (or one or more Predecessor Securities) is registered at the
      close of business on the Regular Record Date for such interest, the manner
      in which, or the Person to whom, any interest on any Bearer Security of
      the series shall be payable, if otherwise than upon presentation and
      surrender of the Coupons appertaining thereto as they severally mature and
      the extent to which, or the manner in which, any interest payable on a
      temporary global Security on an Interest Payment Date will be paid if
      other than in the manner provided in Section 304;

            (21) whether the Securities of the series shall be issued in whole
      or in part in the form of one or more Global Securities and, in such case,
      the Depositary for such Global Security or Securities;

            (22) the obligation, if any, of the Company to permit the conversion
      of Securities of the series into Common Stock and the terms and conditions
      upon which such conversion shall be effected (including, without
      limitation, the initial conversion price or rate, the conversion period
      and any other provision in addition to or in lieu of those set forth
      herein relative to such obligation); and

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


                                       21

<PAGE>
            All Securities of any one series and the Coupons appertaining to any
Bearer Securities of such series shall be substantially identical except as to
denomination, the rate or rates of interest, if any, and the Maturity and except
as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 303) set forth in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

            At the option of the Company, interest on the Registered Securities
of any series that bears interest may be paid by mailing a check to the address
of any Holder as such address shall appear in the Security Register or by wire
transfer to an account designated by the Holder.

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

            SECTION 302. Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and in any integral multiple thereof. Securities of each series shall be
numbered, lettered or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Company executing the same may determine
with the approval of the Trustee.

            SECTION 303. Execution, Authentication, Delivery and Dating. The
Securities shall be executed in the name and on behalf of the Company by manual
or facsimile signatures of its Chairman of the Board, its Vice Chairman of the
Board, its President or any of its Vice Presidents, under its corporate seal
reproduced thereon attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries. Any Coupons shall be executed on
behalf of the Company by the manual or facsimile signature of any such officer
of the Company.

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


                                       22

<PAGE>
            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series, together
with any Coupons appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with the sale of a Bearer Security during the "restricted period"
as defined in United States Treasury regulation section 1.163-5(c)(2)(i)(D)(7),
no Bearer Security shall be mailed or otherwise delivered to any location in the
United States; and provided, further, that a definitive Bearer Security sold
during the restricted period may be delivered only outside the United States and
only if the Person entitled to receive such definitive Bearer Security shall
have furnished a certificate in the form set forth in Exhibit A.1 to this
Indenture, dated no earlier than 15 days prior to the earlier of the date on
which such definitive Bearer Security is delivered and the date on which any
temporary Bearer Global Security first becomes exchangeable for such definitive
Bearer Security in accordance with the terms of such temporary Security and this
Indenture. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant Coupons for
interest then matured have been detached and canceled.

            If all the Securities of a series are not to be originally issued at
one time, and if the Board Resolution, Officers' Certificate or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and the determination of the terms of particular Securities of such series such
as interest rate or rates (or the method in which such rate or rates are to be
determined), if any, Stated Maturity, date of issuance and date from which
interest, if any, shall accrue.

            If the forms or terms of the Securities of the series and any
related Coupons have been established by or pursuant to one or more Board
Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an opinion of
Counsel stating:

            (1) if the forms of such Securities and any Coupons have been
established by or pursuant to a Board Resolution as permitted by Section 201,
that such forms have been established in conformity with the provisions of this
Indenture;


                                       23

<PAGE>
            (2) if the terms of such Securities and any Coupons have been
      established by or pursuant to a Board Resolution as permitted by Section
      301, that such terms have been established in conformity with the
      provisions of this Indenture;

            (3) that such Securities, when authenticated and delivered by the
      Trustee and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, will constitute valid and
      legally binding obligations of the Company, enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, reorganization and other
      laws of general applicability relating to or affecting the enforcement of
      creditors' rights and to general equity principles; and

            (4) that all laws and requirements in respect of the execution and
      delivery by the Company of such Securities have been complied with.

            Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

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

            No Security or Coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has


                                       24

<PAGE>
been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been duly authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

            If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of a
Global Security, then the Company shall execute and the Trustee shall in
accordance with this Section and the Company Order with respect to such series
authenticate and deliver the Global Security that (1) shall represent and shall
be denominated in an aggregate amount equal to the aggregate principal amount of
Outstanding Securities of such series to be represented by the Global Security,
(2) shall be registered, if in registered form, in the name of the Depositary
for such Global Security or the nominee of such Depositary, (3) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instruction, and (4) shall bear a legend substantially to the following effect:
"Unless and until this Security is exchanged in whole or in part for Securities
in definitive form, this Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary" or to such other effect as the Depositary and the Trustee may agree.

            Each Depositary designated pursuant to Section 301 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.
The Trustee shall have no responsibility to determine if the Depositary is so
registered.

            SECTION 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, (1) in registered form or (2) in bearer form,
with one or more Coupons or without Coupons, and with such appropriate
insertions,


                                       25

<PAGE>
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced conclusively by their execution of such
Securities. Such temporary Securities may be (in the case of Registered
Securities) and shall be (in the case of Bearer Securities) in global form.

            Except in the case of temporary Global Securities in bearer form
(which are exchangeable for definitive Bearer Securities in accordance with the
provisions of the following paragraphs), if temporary Securities of any series
are issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company
maintained pursuant to Section 1002 in a Place of Payment for such series for
the purpose of exchanges of Securities of such series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series (accompanied by any unmatured Coupons appertaining thereto) the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like aggregate principal amount of definitive Securities of the same
series and of like tenor and authorized denominations; provided, however, that
no definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security
(including a definitive Bearer Security in global form) shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 303.

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

            Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security in bearer form (the "Exchange Date"), the Company shall deliver to the
Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security in bearer form, executed by
the Company. On or after the Exchange Date, such temporary global Security in
bearer form shall be surrendered by the Common Depositary to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate


                                       26

<PAGE>
and deliver, in exchange for each portion of such temporary global Security in
bearer form, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
temporary global Security in bearer form to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary global Security in
bearer form shall be in bearer form, registered form, definitive global form
(registered or bearer), or a combination thereof, as specified as contemplated
by Section 301, and, if a combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
specified in such temporary global Security in bearer form, upon such
presentation by the Common Depositary, such temporary global Security in bearer
form shall be accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euro-clear as to the portion of such temporary
global Security in bearer form held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL
S.A. as to the portion of such temporary global Security in bearer form held for
its account then to be exchanged, each in the form set forth in Exhibit A.2 to
this Indenture; and provided, further, that definitive Bearer Securities shall
be delivered in exchange for a portion of a temporary global Security in bearer
form only in compliance with the requirements of Section 303.

            Unless otherwise specified in such temporary global Security in
bearer form, the interest of a beneficial owner of Securities of a series in a
temporary global Security in bearer form shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when
the beneficial owner instructs Euro-clear or CEDEL S.A., as the case may be, to
request such exchange on his behalf and delivers to Euro-clear or CEDEL S.A., as
the case may be, a certificate in the form set forth in Exhibit A.1 of this
Indenture, dated no earlier than 15 days prior to the Exchange Date, copies of
which certificate shall be available from the offices of Euro-clear, CEDEL S.A.,
the Trustee, any Authenticating Agent appointed for such series of Securities
and any Paying Agent appointed for such series of Securities.

            Unless otherwise specified in such temporary global Security in
bearer form, any such exchange shall be made free of charge to the beneficial
owners of such temporary global Security in bearer form, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery
of such definitive Securities in person at the offices of Euro-clear or CEDEL
S.A. The definitive Securities in bearer form to be delivered in exchange for
any portion of a temporary global Security in bearer form shall be delivered
only outside the United States.


                                       27

<PAGE>
            Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security in bearer form on an Interest Payment Date for Securities of such
series occurring prior to the applicable Exchange Date shall be payable to
Euro-clear and CEDEL S.A. on such Interest Payment Date upon delivery by
Euro-clear and CEDEL S.A. to the Trustee of a certificate or certificates in the
form set forth in Exhibit A.2 to this Indenture, for credit without further
interest on or after such Interest Payment Date to the respective accounts of
the Persons who are the beneficial owners of such temporary global Security in
bearer form (or to such other accounts as they may direct) on such Interest
Payment Date and who have each delivered to Euro-clear or CEDEL S.A., as the
case may be, a certificate in the form set forth in Exhibit A.1 to this
Indenture. Any interest so received by Euro-clear and CEDEL S.A. and not paid as
herein provided shall be returned to the Trustee immediately prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Company in accordance with Section 1003.

            SECTION 305. Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at an office or agency to be maintained by
the Company in accordance with Section 1002 a register (being the combined
register of the Security Registrar and all transfer agents designated pursuant
to Section 1002 for the purpose of registration of transfer of Securities and
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and the registration of transfers
of Registered Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.

            Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained
pursuant to Section 1002 for such purpose in a Place of Payment for such series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor.

            At the option of the Holder, Registered Securities of any series
(except a Global Security representing all or a portion of the Securities of
such series) may be exchanged for other Registered Securities of the same series
of any authorized


                                       28

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

            The Company may establish pursuant to Section 301 that, at the
option of the Holder (subject to Section 303), Bearer Securities of any series
may be exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured Coupons and all matured Coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured Coupon
or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to each of them such security or
indemnity as each may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing Coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of Business at such
office or agency on (1) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (2)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.


                                       29

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

            Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any definitive global Bearer Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a definitive global Bearer Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such definitive global Bearer Security, executed by
the Company. On or after the earliest date on which such interests may be so
exchanged, such definitive global Bearer Security shall be surrendered by the
Common Depositary or such other depositary or Common Depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such definitive global
Bearer Security, an equal aggregate principal amount of definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such definitive global Bearer Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of that series to
be redeemed and ending on the relevant Redemption Date; and provided, further,
that no Bearer Security delivered in exchange for a portion of a definitive
global Security shall be mailed or otherwise delivered to any location in the
United States. If a Registered Security is issued in exchange for any portion of
a definitive global Bearer Security after the close of business at the office or
agency where such exchange occurs on (1) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (2) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to


                                       30

<PAGE>
the Person to whom interest in respect of such portion of such definitive global
Bearer Security is payable in accordance with the provisions of this Indenture.

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

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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

            The Company shall not be required (1) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the mailing of a notice of redemption and
ending at the close of business on (A) if Securities of the series are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (2) to register the transfer of or exchange any Registered
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (3) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor; provided,
that such Registered Security shall be simultaneously surrendered for
redemption.

            If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 303, the
Company shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary


                                       31

<PAGE>
for the Securities of such series is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such ineligibility,
the Company's election pursuant to Section 301 shall no longer be effective with
respect to the Securities of such series and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security representing such series in exchange for
such Global Security.

            If specified by the Company pursuant to Section 301 with respect to
a series of Securities, the Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

            If specified by the Company pursuant to Section 301 with respect to
a series of Securities, the Depositary for such series of Securities may
surrender a Global Security for such series of securities in exchange in whole
or in part for Securities of such series in definitive form on such terms as are
acceptable to the Company and such Depositary; provided, however, that no
portion of a Global Security in registered form may be surrendered in exchange
for Securities in bearer form. Thereupon, the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver, without
charge to the Holders,

                  (1) to each Person specified by such Depositary a new Security
      or Securities of the series of any authorized denomination as requested by
      such Person in aggregate principal amount equal to and in exchange for
      such Person's beneficial interest in the Global Security; and

                  (2) to such Depositary a new Global Security in a denomination
      equal to the difference, if any, between the principal amount of the
      surrendered Global Security and the aggregate principal amount of
      Securities delivered to Holders thereof.


                                       32

<PAGE>
            In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver Securities (1) in definitive registered form in authorized
denominations, if the Securities of such series are issuable as Registered
Securities, (2) in definitive bearer form in authorized denominations, with
coupons attached, if the Securities of such series are issuable as Bearer
Securities or (3) as either Registered or Bearer Securities, if the Securities
of such series are issuable in either form; provided, however, that a Bearer
Security may not be delivered in exchange for a Registered Security, and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Global Security in bearer form only in compliance with
the conditions set forth in Section 303 and provided, further, that delivery of
a Bearer Security shall be made only outside the United States.

            Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be canceled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing. The
Trustee shall deliver such Registered Securities to the persons in whose names
such Securities are so registered.

            Notwithstanding any other provisions of this Section to the
contrary, unless and until a Global Security is exchanged in whole for
Securities in definitive form, a Global Security representing all or a portion
of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

            SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If
any mutilated Security or Security with a mutilated Coupon appertaining to it is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding with Coupons corresponding to the Coupons, if any,
appertaining to the surrendered Security.

            If there shall be delivered to the Company and the Trustee (1)
evidence to each of their satisfaction of the destruction, loss or theft of any
Security or Coupon and (2) such security or indemnity as may be required by each
of them to


                                       33

<PAGE>
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or Coupon has been
acquired by a protected purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
Coupon appertains (upon surrender to the Trustee of such Security with all
appurtenant Coupons not destroyed, lost or stolen), a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with Coupons corresponding to the Coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen Coupon appertains.

            In case any such mutilated, destroyed, lost or stolen Security or
Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security or Coupon, pay such Security
or Coupon; provided, however, that principal of (and premium, if any) and any
interest on Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.

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

            Every new Security or Coupon of any series issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Security or Coupon
shall constitute an original additional contractual obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities or
Coupons of that series duly issued hereunder.

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

            SECTION 307. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided as contemplated by Section 301 with respect to any


                                       34

<PAGE>
series of Securities, interest on any Registered Security which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Security of such series and the date of the proposed
      payment, and at the same time the Company shall deposit with the Trustee
      an amount of money equal to the aggregate amount proposed to be paid in
      respect of such Defaulted Interest or shall make arrangements satisfactory
      to the Trustee for such deposit prior to the date of the proposed payment,
      such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this Clause provided.
      Thereupon the Trustee shall fix a Special Record Date for the payment of
      such Defaulted Interest which shall be not more than 15 days and not less
      than 10 days prior to the date of the proposed payment and not less than
      10 days after the receipt by the Trustee of the notice of the proposed
      payment. The Trustee shall promptly notify the Company of such Special
      Record Date and, in the name and at the expense of the Company, shall
      cause notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor to be mailed, first-class postage prepaid, to
      each Holder of Securities of such series at his address as it appears in
      the Security Register, not less than 10 days prior to such Special Record
      Date. Notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor having been so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Securities of
      such Series (or their respective Predecessor Securities) are registered at
      the close of business on such Special Record Date and shall no longer be
      payable pursuant to the following Clause (2).


                                       35

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

            Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security, and, subject as aforesaid, each such Security shall be so dated, or
have attached thereto such Coupons, that neither gain nor loss in interest shall
result from such transfer, exchange or substitution.

            Unless otherwise provided with respect to the Securities of any
series as contemplated by Section 301, in the case of any Security of any series
that is converted after any Regular Record Date and on or prior to the next
succeeding Interest Payment Date (other than any Security whose Maturity is
prior to such Interest Payment Date), interest shall be payable on such Interest
Payment Date notwithstanding such conversion, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close
of business on such Regular Record Date. Except as otherwise expressly provided
in the immediately preceding sentence, in the case of any Security that is
converted, interest after the date of conversion of such Security shall not be
payable.

            SECTION 308. Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of (and premium, if any) and
(subject to Sections 305 and 307) any interest on such Security and for all
other purposes whatsoever whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

            Title to any Bearer Security and any Coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the Holder of any Bearer Security and the Holder of any


                                       36

<PAGE>
Coupon as the absolute owner of such Security or Coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or Coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

            Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary, as a Holder, with respect to
such Global Security or impair, as between such Depositary and owners of
beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Global Security. Neither the Company, the Trustee,
nor any agent of the Company or the Trustee, will have any responsibility or
liability for any aspects of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

            SECTION 309. Cancellation. All Securities and Coupons surrendered
for payment, redemption, conversion, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee. All such Securities and
Coupons so delivered, and all such Securities and Coupons so surrendered to the
Trustee, shall be promptly canceled by the Trustee. All Bearer Securities and
unmatured Coupons held by the Trustee pending such cancellation shall be deemed
to be delivered for cancellation for all purposes of this Indenture and the
Securities. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities and Coupons held by the
Trustee shall be disposed of in a manner selected by the Trustee.

            SECTION 310. Computation of Interest. Except as otherwise specified
as contemplated by Section 301 for Securities of any series, interest on the


                                       37

<PAGE>
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

            SECTION 311. Manner of Payments in Respect of Securities. The
provisions of this Section shall apply to the Securities of any series unless
otherwise provided as contemplated by Section 301.

            (a) The following payment provisions shall apply to any Registered
      Security of any series:

                  (1) Except as provided in subparagraph (a)(2) below, payment
            of principal of and premium, if any, on such Registered Security
            will be made at the Place of Payment by delivery of a check on the
            payment date or dates against surrender of such Registered Security,
            and any interest on any Registered Security will be paid at the
            Place of Payment by mailing a check by first class mail to the
            Person entitled thereto at the address of such Person appearing on
            the Security Register or, if provided pursuant to Section 301, by
            wire transfer to an account designated by such Person.

                  (2) Payment of the principal of, premium, if any, and
            interest, if any, on such Security may also, subject to applicable
            laws and regulations, be made at such other place or places as may
            be designated by the Company by any appropriate method.

            (b) Payment of the principal of and premium, if any, and interest,
      if any, on any Bearer Security will be made, except as provided in Section
      304 with respect to temporary global Securities, unless otherwise
      specified pursuant to Section 301 and/or Section 901(8), at such place or
      places outside the United States as may be designated by the Company
      pursuant to any applicable laws or regulations by any appropriate method
      on the payment date therefor against surrender of the Bearer Security, in
      the case of payment of principal and premium, if any, or the relevant
      Coupon, in the case of payment of interest, if any, to a Paying Agent
      designated for such series pursuant to Section 1002.

            SECTION 312. Compliance with Certain Laws and Regulations. If any
Bearer Securities are to be issued in any series of Securities, the Company will
use reasonable efforts to provide for arrangements and procedures designed
pursuant to then applicable laws and regulations, if any, to ensure that such
Bearer Securities are sold or resold, exchanged, transferred and paid only in
compliance


                                       38

<PAGE>
with such laws and regulations and without adverse consequences to the Company,
the Holders and the Trustee.

            SECTION 313. CUSIP Numbers.

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

                                   ARTICLE IV

                           Satisfaction and Discharge

            SECTION 401. Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect with respect to
Securities of any series (except as to any surviving rights of (as applicable)
conversion, registration of transfer or exchange of Securities and Coupons, if
any, of any series herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when

            (1) either

                  (A) all Securities and Coupons theretofore authenticated and
            delivered (other than (i) Securities and Coupons which have been
            destroyed, lost or stolen and which have been replaced or paid as
            provided in Section 306 and (ii) Securities and Coupons for whose
            payment money has theretofore been deposited in trust or segregated
            and held in trust by the Company and thereafter repaid to the
            Company or discharged from such trust, as provided in Section 1003)
            have been delivered to the Trustee for cancellation; or

                  (B) all such Securities and Coupons not theretofore delivered
            to the Trustee for cancellation


                                       39

<PAGE>
                        (i) have become due and payable, or

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

                        (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

            and the Company, in the case of (B)(i), (ii) or (iii) above, has
            deposited or caused to be deposited with the Trustee as trust funds
            in trust for the purpose an amount sufficient to pay and discharge
            the entire indebtedness on such Securities and Coupons not
            theretofore delivered to the Trustee for cancellation, for principal
            (and premium, if any) and interest, if any, to the date of such
            deposit (in the case of Securities and Coupons which have become due
            and payable) or to the Stated Maturity or Redemption Date, as the
            case may be;

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

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

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607, the obligations
of the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

            SECTION 402. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 1003, all money and U.S. Government Obligations
deposited with the Trustee pursuant to Sections 401 and 403 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
Coupons, if any, and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any)


                                       40

<PAGE>
and any interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law. All moneys deposited with the Trustee pursuant to
Section 401 or Section 403 (and held by it or any Paying Agent) for the payment
of Securities subsequently converted shall be returned to the Company upon
Company Request.

            SECTION 403. Satisfaction, Discharge and Defeasance of Securities of
Any Series. If this Section is specified, as contemplated by Section 301, to be
applicable to Securities and Coupons, if any, of any series, the Company will be
deemed to have been Discharged (as defined below) from its obligations with
respect to Securities and Coupons, if any, of such series when

            (1) either

                  (A) with respect to all Outstanding Securities and Coupons of
            such series, the Company has deposited or caused to be deposited
            with the Trustee as a trust fund specifically pledged as security
            for, and dedicated solely to, the benefit of the Holders of the
            Securities and Coupons, if any, of such series, (i) money in an
            amount as will, or (ii) U.S. Government Obligations (as defined
            below) as will, together with the predetermined and certain income
            to accrue thereon without consideration of any reinvestment thereof,
            or (iii) a combination of (i) and (ii) as will (in a written opinion
            with respect to (ii) or (iii) of independent public accountants
            delivered to the Trustee), be sufficient to pay and discharge the
            entire indebtedness on all Outstanding Securities and Coupons of
            such series for principal (and premium, if any) and interest, if
            any, to the Stated Maturity or any Redemption Date as contemplated
            by the last paragraph of this Section 403, as the case may be; or

                  (B) with respect to all Outstanding Securities and Coupons of
            such series, the Company has properly fulfilled such other means of
            satisfaction and discharge as is specified by Section 301 to be
            applicable to the Securities and Coupons, if any, of such series;
            and

            (2) the Company has paid or caused to be paid all other sums payable
      with respect to the Outstanding Securities and Coupons, if any, of such
      series;


                                       41

<PAGE>
            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of the entire indebtedness on all Outstanding Securities and Coupons, if
      any, of any such series have been complied with; and

            (4) with respect to subsection 1(A) above, the Company shall have
      delivered to the Trustee an Opinion of Counsel to the effect that Holders
      of the Securities and Coupons, if any, of such series will not recognize
      income, gain or loss for Federal income tax purposes as a result of the
      Company's exercise of its option under this Section 403 and will be
      subject to Federal income tax in the same amount, in the same manner and
      at the same times as would have been the case if such option had not been
      exercised.

            Any deposits with the Trustee referred to in Section 403(l)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Securities and Coupons, if any, of such series are to be redeemed prior to their
Stated Maturity, whether pursuant to any mandatory redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable escrow
trust agreement will provide therefor and the Company will make arrangements for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company.

            SECTION 404. Reinstatement. If the Trustee is unable to apply any
money or U.S. Government Obligations in accordance with Section 401 or 403 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture and the
Securities and Coupons, if any, of such series shall be revived and reinstated
as though no deposit had occurred pursuant to Section 401 or 403 until such time
as the Trustee is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 401 or 403; provided, however, that if
the Company has made any payment of interest on or principal of (and premium, if
any, on) any Securities and Coupons, if any, of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such series of Securities and Coupons, if any, to receive such
payment from the money or U.S. Government Obligations held by the Trustee.

            SECTION 405. Definitions. The following terms, as used in this
Article IV, shall have the following meanings:


                                       42

<PAGE>
            "Discharged" means that the Company will be deemed to have paid and
      discharged the entire indebtedness represented by, and obligations under,
      the Securities and Coupons, if any, of the series as to which Section 403
      is specified as applicable as aforesaid and to have satisfied all the
      obligations under this Indenture relating to the Securities and Coupons,
      if any, of such series (and the Trustee, at the expense of the Company,
      will execute proper instruments acknowledging the same), except (1) the
      rights of Holders thereof to receive, from the trust fund described in
      Section 403(1)(A) above, payment of the principal of (and premium, if any)
      and the interest, if any, on such Securities and Coupons, if any, when
      such payments are due, (2) the Company's obligations with respect to such
      Securities and Coupons, if any, under Article XVI, Sections 305 and 306
      (insofar as applicable to Securities of such series), 402, 1002 and 1003
      (last paragraph only) and the Company's obligations to the Trustee under
      Sections 607 and 610 and (3) the rights, powers, trusts, duties and
      immunities of the Trustee hereunder, will survive such discharge.

            "U.S. Government Obligation" means securities that are (1) direct
      obligations of the United States of America for the payment of which its
      full faith and credit is pledged or (2) obligations of a Person controlled
      or supervised by and acting as an agency or instrumentality of the United
      States of America the timely payment of which is unconditionally
      guaranteed as a full faith and credit obligation of the United States of
      America, which, in either case under clauses (1) or (2), are not callable
      or redeemable at the option of the issuer thereof, and will also include a
      depository receipt issued by a bank or trust company as custodian with
      respect to any such U.S. Government Obligation or a specified payment of
      interest on or principal 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.


                                       43

<PAGE>
                                    ARTICLE V

                                    Remedies

            SECTION 501. Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any one of the following
events, unless it is either inapplicable to a particular series or it is
specifically deleted or modified in or pursuant to the supplemental indenture or
Board Resolution establishing such series of Securities or in the form of
Security for such series:

            (1) the failure of the Company to pay any installment of interest on
      any of the Securities of that series, when and as the same shall become
      payable, which failure shall have continued unremedied for a period of 30
      days;

            (2) the failure of the Company to pay the principal of (and premium,
      if any, on) any of the Securities of that series, when and as the same
      shall become payable, whether at Stated Maturity as therein expressed, by
      call for redemption, pursuant to any sinking fund, by declaration as
      authorized by this Indenture or otherwise;

            (3) the failure of the Company to observe and perform any other of
      the covenants or agreements on the part of the Company contained in this
      Indenture (other then a covenant or agreement included in this Indenture
      solely for the benefit of a series of Securities other than that series),
      which failure shall have continued unremedied for a period of 60 days
      after written notice shall have been given, by registered or certified
      mail, to the Company by the Trustee, or shall have been given to the
      Company and the Trustee by the Holders of 25% or more in principal amount
      of the Securities of that series then Outstanding, specifying such failure
      and requiring the Company to remedy the same and stating that such notice
      is a "Notice of Default" hereunder;

            (4) the entry of a decree or order for relief by a court having
      jurisdiction in the premises in respect of the Company in an involuntary
      case under the Federal bankruptcy laws, as now or hereafter constituted,
      or any other applicable Federal or State bankruptcy, insolvency or other
      similar law, or appointing a receiver, liquidator, assignee, custodian,
      trustee, sequestrator (or other similar official) of the Company or for
      any substantial


                                       44

<PAGE>
      part of its property, or ordering the winding up or liquidation of its
      affairs and the continuance of any such decree or order unstayed and in
      effect for a period of 90 consecutive days;

            (5) the commencement by the Company of a voluntary case under the
      Federal bankruptcy laws, as now constituted or hereafter amended, or any
      other applicable Federal or State bankruptcy, insolvency or other similar
      law, or the consent by it to the appointment of or taking possession by a
      receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
      similar official) of the Company or for any substantial part of its
      property, or the making by it of any assignment for the benefit of its
      creditors, or the admission by the Company in writing of its inability to
      pay its debts generally as such debts become due;

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

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

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

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

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


                                       45

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

                  (C) to the extent that payment of such interest is lawful,
            interest upon overdue interest at the rate or rates prescribed
            therefor in such Securities or, in the case of Original Issue
            Discount Securities, the Securities' Yield to Maturity, and

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

      and

            (2) all Events of Default with respect to Securities of that series,
      other than the nonpayment of the principal of Securities of that series
      which have become due solely by such declaration of acceleration, have
      been cured or waived as provided in Section 513.

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

            SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if the Company shall fail for a period of 30
days to pay any installment of interest on the Securities of any series or shall
fail to pay the principal of (and premium, if any, on) any of the Securities of
any series when and as the same shall become due and payable, whether at Stated
Maturity, or by call for redemption, pursuant to any sinking fund, by
declaration as authorized by this Indenture, or otherwise, the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities and Coupons, if any, the whole amount then due and payable on such
Securities and Coupons, if any, for principal (and premium, if any) and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates prescribed therefor in such Securities (or, in
the case of Original Issue Discount Securities, the Securities' Yield to
Maturity) and Coupons, if any, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


                                       46

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

            SECTION 504. Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

            No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of 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 Holder in any such proceeding.

            SECTION 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities and Coupons, if any, may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
Coupons, if any, in respect of which such judgment has been recovered.


                                       47

<PAGE>
            SECTION 506. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, if any, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

            FIRST: to the payment of all amounts due the Trustee under Section
      607;

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

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

            SECTION 507. Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

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

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

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

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


                                       48

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

it being understood and intended that no one or more of such Holders shall have
the right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture (including without limitation the provisions of Section 512)
to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.

            SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Convert. Notwithstanding any other provision in this
Indenture, the Holder of any Security or any Coupon shall have the right, which
is absolute and unconditional, to receive payment of the principal of (and
premium, if any, on) and (subject to Section 307) any interest on such Security
or Coupon on the Stated Maturity or Maturities expressed in such Security (or,
in the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment and the right, if applicable, to convert such
Security on the terms and subject to the conditions applicable to Securities of
such series and to institute suit for its enforcement, and such rights shall not
be impaired without the consent of such Holder.

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

            SECTION 510. Rights and Remedies Cumulative. Except as provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders 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


                                       49

<PAGE>
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

            SECTION 511. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or any acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

            SECTION 512. Control by Holders. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series,
provided that

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

            (2) the Trustee shall not determine that the action so directed
      would be unjustly prejudicial to the Holders not taking part in such
      direction, and

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

            SECTION 513. Waiver of Past Defaults. Subject to Section 502, the
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default

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

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


                                       50

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

            SECTION 514. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs (including reasonable counsel fees and expenses)
against any such party litigant, in the manner and to the extent provided in the
Trust Indenture Act; provided that neither this Section nor the Trust Indenture
Act shall be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company or the Trustee.

                                   ARTICLE VI

                                   The Trustee

            SECTION 601. Certain Duties and Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

            SECTION 602. Notice of Defaults. If a default occurs hereunder with
respect to Securities of any series, the Trustee shall give the Holders of
Securities of such series notice of such default as and to the extent provided
by the Trust Indenture Act; provided, however, that in the case of any default
of the character specified in Section 501(3) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof and if such default is corrected within such period, the
Trustee may conclude, consistent with the Trust Indenture Act, that notice of
such a default need not be provided to such Holders of Securities. For the
purpose of this Section, the term "default" means any


                                       51

<PAGE>
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.

            SECTION 603. Certain Rights of Trustee. Subject to the provisions of
Section 601:

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

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

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

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

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

            (f) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its discretion, may make such further
      inquiry or


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<PAGE>
      investigation into such facts or matters as it may, in good faith, deem
      reasonable in the circumstances, and, if the Trustee shall determine to
      make such further inquiry or investigation, any further evidence which may
      be requested by the Trustee pursuant to the provisions of this paragraph
      shall be furnished by the Company;

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

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

            (i) the Trustee shall not be charged with knowledge of any default
      or Event of Default unless a Responsible Officer of the Trustee (i) has
      actual knowledge of such default or Event of Default or (ii) the Trustee
      has been notified in writing by the Company or any Holder of Securities.

            SECTION 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

            SECTION 605. May Hold Securities. The Trustee, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.

            SECTION 606. Money Held in Trust. Money held by the Trustee or any
Paying Agent in trust hereunder need not be segregated from other funds except
to the extent required by law. The Trustee or any Paying Agent shall be


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<PAGE>
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

            SECTION 607. Compensation and Reimbursement. The Company agrees

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

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

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

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

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(4) or Section 501(5), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.


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<PAGE>
            The provisions of this Section shall survive the resignation or
removal of the Trustee and the termination of this Indenture.

            SECTION 608. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire any conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall comply with the relevant provisions thereof. In
determining whether the Trustee has a conflicting interest within the meaning of
the Trust Indenture Act with respect to Securities of any series, there shall be
excluded this Indenture with respect to Securities of any series other than such
series.

            SECTION 609. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

            SECTION 610. Resignation and Removal, Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee
resigning or being removed within 30 days after the giving of such notice of
resignation or removal, the Trustee resigning or being removed may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.

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


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<PAGE>
            (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
      written request therefor by the Company or by any Holder who has been a
      bona fide Holder of a Security for at least six months, or

                  (2) the Trustee for a series shall cease to be eligible under
      Section 609 and shall fail to resign after written request therefor by the
      Company or by any Holder of Securities of such series, or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and each successor Trustee
or Trustees shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company


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<PAGE>
or the Holders and accepted appointment in the manner required by Section 611,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by giving notice of such event to all Holders of Securities of such series as
provided by Section 106. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

            SECTION 611. Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the


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<PAGE>
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

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

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

            SECTION 612. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

            SECTION 613. Preferential Collection of Claims Against Company. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities or the Coupons, if any), the Trustee shall be
subject to


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<PAGE>
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

            SECTION 614. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation having a
combined capital and surplus of not less than the equivalent of $50,000,000 and
subject to supervision or examination by Federal or State authority or the
equivalent foreign authority, in the case of an Authenticating Agent who is not
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to


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<PAGE>
such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

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

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

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

                                                   HSBC Bank USA
                                                       As Trustee


                                                   By __________________________
                                                      As Authenticating Agent


                                                   By __________________________
                                                      Authorized Officer

            If all of the Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment or other place
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 102 and need not be accompanied by an
Opinion of


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<PAGE>
Counsel), shall appoint in accordance with this Section an Authenticating Agent
(which may be an Affiliate of the Company if eligible to be appointed as an
Authenticating Agent hereunder) having an office in such Place of Payment or
other place designated by the Company with respect to such series of Securities.

                                   ARTICLE VII

                Holders' Lists and Reports by Trustee and Company

            SECTION 701. Company To Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

            (1) semi-annually, and not more than 15 days after each Regular
      Record Date for the payment of interest on a series of Registered
      Securities, a list, in such form as the Trustee may reasonably require,
      containing all information in the possession or control of the Company or
      any Paying Agent as to the names and addresses of the Holders of such
      series of Registered Securities as of such Regular Record Date (or for
      non-interest-bearing Registered Securities, on dates to be determined
      pursuant to Section 301 hereof),

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

            (3) such information concerning the Holders of Bearer Securities
      which is known to the Company; provided, however, that the Company shall
      have no obligation to investigate any matter relating to any Holder of a
      Bearer Security or a Coupon.

If and so long as the Trustee shall be the Security Registrar for such series,
no list referred to in (1) or (2) above need be furnished.

            SECTION 702. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee


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<PAGE>
may destroy any list furnished to it as provided in Section 701 upon receipt of
a new list so furnished.

            (b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

            (c) Every Holder of Securities or Coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 312 of the Trust Indenture Act, regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 312(b) of the Trust Indenture Act.

            SECTION 703. Reports by Trustee. (a) Within 60 days after each May
15th of each year commencing with the first May 15th after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to the Holders
of Securities, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, a brief report if required by Section 313(a) of the Trust
Indenture Act, dated as of such May 15th. The Trustee also shall comply with
Section 313(b) of the Trust Indenture Act and shall transmit to Holders, in the
manner and to the extent provided in Section 313(c), such other reports, if any,
as may be required pursuant to the Trust Indenture Act.

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

            SECTION 704. Reports by Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission.


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<PAGE>
            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

            SECTION 801. Company may Consolidate, Etc. Only on Certain Terms.
The Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person unless:

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

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

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


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<PAGE>
            SECTION 802. Successor Corporation Substituted. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor corporation had
been named as the Company herein, and thereafter, the predecessor corporation
shall be relieved of the performance and observance of all obligations and
covenants under this Indenture and the Securities (and any Coupons appertaining
thereto), including but not limited to the obligation to make payment of the
principal of (and premium, if any) and interest, if any, on all the Outstanding
Securities of all series (and any Coupons appertaining thereto), and, in the
event of such conveyance, transfer or lease, may be liquidated and dissolved.

                                   ARTICLE IX

                             Supplemental Indentures

            SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

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

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

            (3) to add any additional Events of Default with respect to all or
      any series of the Securities (and, if such Event of Default is applicable
      to less


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<PAGE>
      than all series of Securities specifying the series to which such Event of
      Default is applicable);

            (4) to add to or change any of the provisions of this Indenture to
      such extent as shall be necessary to facilitate the issuance of Securities
      in bearer form, registrable or not registrable as to principal, and with
      or without interest coupons; to change or eliminate any restrictions on
      the payment of principal of or any premium or interest on Bearer
      Securities, to permit Bearer Securities to be issued in exchange for
      Registered Securities, to permit Bearer Securities to be issued in
      exchange for Bearer Securities of other authorized denominations; provided
      that any such addition or change shall not adversely affect the interests
      of the Holders of Securities of any series or any related Coupons in any
      material respect;

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

            (6) to establish the form or terms of Securities of any series as
      permitted by Sections 201 and 301;

            (7) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 611(b);

            (8) if allowed under applicable laws and regulations, to permit
      payment in the United States of principal, premium or interest on Bearer
      Securities or Coupons, if any;

            (9) to provide for the issuance of uncertificated Securities of one
      or more series in addition to or in place of certificated Securities;

            (10) to make provision with respect to the conversion rights of
      Holders of Securities of any series pursuant to the requirements of
      Article XVI; or


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<PAGE>
            (11) to cure any ambiguity, to correct or supplement any provision
      herein which may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture, provided such other provision as
      may be made shall not adversely affect the interests of the Holders of
      Securities of any series in any material respect.

            SECTION 902. Supplemental Indentures With Consent of Holders. With
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected by such supplemental indenture
(acting as one class), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      instalment of principal of or interest on, any Security, or reduce the
      principal amount thereof or the rate of interest thereon or any premium
      payable upon the redemption thereof, or reduce the amount of the principal
      of an Original Issue Discount Security that would be due and payable upon
      a declaration of acceleration of the Maturity thereof pursuant to Section
      502, or change any Place of Payment where, or the coin or currency in
      which, any Security or any premium or the interest thereon is payable, or
      impair the right to institute suit for the enforcement of any such payment
      on or after the Stated Maturity thereof (or, in the case of redemption, on
      or after the Redemption Date);

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

            (3) change any obligation of the Company, with respect to
      Outstanding Securities of a series, to maintain an office or agency in the
      places and for the purposes specified in Section 1002 for such series;


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            (4) modify any of the provisions of this Section or Section 513
      except to increase any such percentage or to provide with respect to any
      particular series the right to condition the effectiveness of any
      supplemental indenture as to that series on the consent of the Holders of
      a specified percentage of the aggregate principal amount of Outstanding
      Securities of such series (which provision may be made pursuant to Section
      301 without the consent of any Holder) or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Outstanding Security affected thereby,
      provided, however, that this clause shall not be deemed to require the
      consent of any Holder with respect to changes in the references to "the
      Trustee" and concomitant changes in this Section, or the deletion of this
      proviso, in accordance with the requirements of Sections 611(b) and
      901(7); or

            (5) subject to the provisions of Article XVI, adversely affect any
      applicable conversion rights.

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

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

            SECTION 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive (in addition to the
documents which the Trustee is entitled to receive pursuant to Section 102), and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties, immunities or liabilities under this Indenture or otherwise.

            SECTION 904. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be


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modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

            SECTION 905. Conformity With Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

            SECTION 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                    ARTICLE X

                                    Covenants

            SECTION 1001. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of Securities and
Coupons, if any, that it will duly and punctually pay the principal of (and
premium, if any, on) each of the Securities and Coupons, if any, of that series,
and the interest, if any, which shall have accrued thereon, in accordance with
the terms of the Securities and Coupons, if any, of such series and this
Indenture.

            SECTION 1002. Maintenance of Office or Agency. If Securities of a
series are issuable only as Registered Securities, until all the Securities of
each such series shall have been paid or payment thereof provided for, the
Company will maintain in each Place of Payment for such series an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange or for conversion and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. If Securities of a series are issuable as Bearer Securities, until
all the Securities of each such series shall have been paid or payment thereof
provided for, the Company will maintain (1) in The City of New York, an office
or agency where any


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Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange or conversion, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related Coupons may be presented or
surrendered for payment in the circumstances described in this paragraph (and
not otherwise), (2) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related Coupons may be
presented and surrendered for payment (including payment of any additional
amounts payable on Securities of that series pursuant to Section 1004);
provided, however, that if the Securities of that series are listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed on such
exchange, and (3) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located in Europe, an office or agency where
any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange or
conversion and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee and the Holders of the location, and
any change in the location, of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency in respect of
any series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office
of the Trustee, except that Bearer Securities of that series and the related
Coupons may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 1004) at the London office of the Trustee (or an agent with a London
office appointed by the Trustee and acceptable to the Company), and the Company
hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands. Presentation of Coupons for payment or other
demands for payment of Bearer Securities must be made outside the United States,
and no payment of principal, premium or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided,


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however, that payment of principal of and any premium and interest on any Bearer
Security (including any additional amounts payable on Securities of such series
pursuant to Section 1004) shall be made at the office of the Company's Paying
Agent in The City of New York, if (but only if) (1) payment of the full amount
of such principal, premium, interest or additional amounts, as the case may be,
at all offices or agencies outside the United States maintained for the purpose
by the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions, (2) such payment
is then permitted by applicable laws and (3) in appointing a Paying Agent in The
City of New York, the Company would not suffer any fiscal or other sanction
under applicable laws or as a result of such appointment or of any payment being
made through such Paying Agent.

            The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee and the Holders of any such designation or rescission and of any change
in the location of any such other office or agency.

            SECTION 1003. Money for Securities Payments to be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest, if any, on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest,
if any, so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, at or prior to the opening of business on each
due date of the principal of (and premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
the principal (and premium, if any) or interest, if any, so becoming due, such
sum to be held as provided by the Trust Indenture Act, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.


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<PAGE>
            The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

            Anything in this Section 1003 to the contrary notwithstanding, the
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest, if any, on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
and Coupons, if any, shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

            SECTION 1004. Additional Amounts. If the Securities of a series
provide for the payment of additional amounts, the Company will pay to the
Holder of any Security of such series or any Coupon appertaining thereto
additional amounts as provided and subject to the conditions set forth therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series or payment of any related Coupon or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be deemed
to include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of


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<PAGE>
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such
express mention is not made.

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

            SECTION 1005. Statement as to Compliance. On or before April 30 of
each year following the date hereof, the Company shall deliver to the Trustee a
certificate of the principal executive officer, principal financial officer or
principal accounting officer of the Company stating whether or not to the best
knowledge of such officer the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which such officer may have knowledge.


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<PAGE>
            SECTION 1006. Calculation of Original Issue Discount.

            The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities as
of the end of such year.

                                   ARTICLE XI

                            Redemption of Securities

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

            SECTION 1102. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities (including any Coupons) shall be evidenced
by a Board Resolution or by an action taken pursuant to a Board Resolution. In
case of any redemption at the election of the Company of the Securities
(including any Coupons) of any series, the Company shall, at least 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities (including any Coupons) of such series to be
redeemed. In the case of any redemption of Securities (including any Coupons)
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities (including any Coupons) or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

            SECTION 1103. Selection by Trustee of Securities to be Redeemed. If
less than all the Securities (including any Coupons) of any series are to be
redeemed, the particular Securities (including any Coupons) to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities (including any Coupons) of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities (including
any Coupons) of that series or any integral multiple thereof) of the principal
amount of Securities (including any Coupons) of such series of a denomination
larger than the


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<PAGE>
minimum authorized denomination for Securities (including any Coupons) of that
series.

            In any case where Securities (including any Coupons) of such series
are registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one
Security of such series. If the Securities of any series (including any Coupons)
to be redeemed consist of Securities having different Stated Maturities or
different rates of interest (or methods of computing interest), then the Company
may, in the written notice delivered to the Trustee pursuant to Section 1102,
direct that the Securities (including any Coupons) of such series to be redeemed
shall be selected from among groups of such Securities having specified Stated
Maturities or rates of interest (or methods of computing interest) and the
Trustee shall thereafter select the particular Securities (including any
Coupons) to be redeemed in the manner set forth above from among the groups of
such Securities so specified.

            If any Security selected for partial redemption is converted in part
before the termination of the conversion right with respect to the portion of
the Security so selected, the converted portion of such Security shall be deemed
(so far as may be practicable) to be the portion selected for redemption. The
Securities (or portions thereof) so selected shall be deemed duly selected for
redemption for all purposes hereof, notwithstanding that such Security is
converted as a whole or in part before the mailing of the notice of redemption.
Upon any redemption of less than all Securities of a series, the Company and the
Trustee may treat as Outstanding any Securities of such series surrendered for
conversion during the period of 15 days next preceding the mailing of a notice
of redemption.

            The Trustee shall promptly notify the Company in writing of the
Securities (including any Coupons) selected for redemption and, in the case of
any Securities (including any Coupons) selected for partial redemption, the
principal amount thereof to be redeemed.

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

            SECTION 1104. Notice of Redemption. Notice of redemption shall be
given not less than 20 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, as provided in Section 106.


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<PAGE>
            Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers) and shall specify the Redemption Date, the
Redemption Price, the Place or Places of Payment, that the Securities of such
series are being redeemed at the option of the Company pursuant to provisions
contained in the terms of the Securities of such series or in a supplemental
indenture establishing such series, if such be the case, that on the Redemption
Date the Redemption Price will become due and payable upon each Security
redeemed, that payment will be made upon presentation and surrender of the
applicable Securities, that all Coupons, if any, maturing subsequent to the date
fixed for redemption shall be void, that any interest accrued to the Redemption
Date will be paid as specified in said notice, and that on and after said
Redemption Date any interest thereon or on the portions thereof to be redeemed
will cease to accrue. If the Securities are convertible, the notice of
redemption shall also specify the conversion price and the date on which the
right to convert such Securities or portions thereof will terminate. If less
than all the Securities of any series are to be redeemed the notice of
redemption shall specify the numbers of the Securities of such series to be
redeemed, and, if only Bearer Securities of any series are to be redeemed, and
if such Bearer Securities may be exchanged for Registered Securities, the last
date on which exchanges of Bearer Securities for Registered Securities not
subject to redemption may be made. In case any Security of any series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
Redemption Date, upon surrender of such Security and any Coupons appertaining
thereto, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof and with appropriate Coupons will be issued,
or, in the case of Registered Securities providing appropriate space for such
notation, at the option of the Holders, the Trustee, in lieu of delivering a new
Security or Securities as aforesaid, may make a notation on such Security of the
payment of the redeemed portion thereof.

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

            SECTION 1105. Deposit of Redemption Price. On or before the opening
of business on any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities and
Coupons, if


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<PAGE>
any, which are to be redeemed on that date. If any Security called for
redemption is converted pursuant to Article XVI, any money deposited with the
Trustee or with a Paying Agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Company on Company Request, or
if then held by the Company, shall be discharged from such trust.

            SECTION 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest, if any)
such Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of Coupons
for such interest, and provided, further, that, unless otherwise specified as
contemplated by Section 301, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

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


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1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those Coupons.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security (or, in the case of any Original Issue Discount Securities, the
Security's Yield to Maturity).

            SECTION 1107. Security Redeemed in Part. Any Security (including any
Coupons appertaining thereto) which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
(including any Coupons appertaining thereto) without service charge, a new
Security (including any Coupons appertaining thereto) or Securities (including
any Coupons appertaining thereto) of the same series and Stated Maturity and
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security (including any Coupons appertaining thereto) so
surrendered.

            SECTION 1108. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Trustee in trust for the Holders, on or before the close of business on the
Redemption Date, immediately available funds in an amount not less than the
applicable Redemption Price, together with interest accrued to the Redemption
Date, of the Securities to be redeemed which have not been converted.
Notwithstanding anything to the contrary contained in this Article XI, the
obligation of the Company to pay the Redemption Price of such Securities,
together with interest accrued to the Redemption Date, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, a copy of which will be filed
with the Trustee prior to the Redemption Date, any Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article XVI hereof) surrendered by such purchasers for conversion,
all as of immediately prior to the


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close of business on the Redemption Date, subject to payment of the above amount
as aforesaid. At the written direction of the Company, the Trustee shall hold
and dispose of any such amount paid to it in the same manner as it would monies
deposited with it by the Company for the redemption of Securities. No
arrangement between the Company and such purchasers for the purchase and
conversion of any Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Trustee in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

                                   ARTICLE XII

                                  Sinking Funds

            SECTION 1201. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
(including any Coupons) of a series except as otherwise specified as
contemplated by Section 301 for Securities (including any Coupons) of such
series.

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

            SECTION 1202. Satisfaction of Sinking Fund Payments With Securities.
The Company (1) may deliver Outstanding Securities (including any Coupons) of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities (including any Coupons) of a series which (A) have been
redeemed (or called for redemption and for which the Redemption Price, together


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with accrued interest, if any, has been deposited pursuant to Section 1105) or
otherwise purchased, either at the election of the Company pursuant to the terms
of such Securities (including any Coupons) or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities (including any Coupons) or (B) have been converted pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities (including any Coupons) of
such series required to be made pursuant to the terms of such Securities
(including any Coupons) as provided for by the terms of such series; provided
that such Securities (including any Coupons) have not been previously so
credited. Such Securities (including any Coupons) shall be received and credited
for such purpose by the Trustee at the Redemption Price specified in such
Securities (including any Coupons) for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

            SECTION 1203. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities (including any Coupons), the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
(including any Coupons) of that series pursuant to Section 1202 and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and will also deliver to the Trustee any Securities (including any
Coupons) to be so delivered. If such Officers' Certificate shall specify an
optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities (including any Coupons) to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities (including any Coupons) shall be
made upon the terms and in the manner stated in Sections 1106 and 1107.


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                                  ARTICLE XIII

                        Meetings of Holders of Securities

            SECTION 1301. Purposes for Which Meetings May Be Called. If
Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

            SECTION 1302. Call, Notice and Place of Meetings. (a) The Trustee
may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1301, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in London, as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 or more than 180 days prior to the
date fixed for the meeting.

            (b) In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or in London, for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.

            SECTION 1303. Persons Entitled To Vote at Meetings. To be entitled
to vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and


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their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

            SECTION 1304. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series. In
the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Subject to the foregoing, at
the reconvening of any such further adjourned meeting, the Persons entitled to
vote 25% in aggregate principal amount of the Outstanding Securities of such
series shall constitute a quorum for the taking of any action set forth in the
notice of the original meeting. Notice of the reconvening of an adjourned
meeting which was adjourned for lack of a quorum shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

            Except as limited by the proviso to Section 902, and subject to the
provisions described in the next succeeding paragraph, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the lesser of (1) the
Holders of a majority in principal amount of the Outstanding Securities of that
series and (2) 66-2/3% in principal amount of Outstanding Securities of such
series represented and voting at such meeting or adjourned meeting; provided,
however, that any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the lesser of (1) the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series and (2) a
majority in principal amount of Outstanding Securities of such series
represented and voting at such meeting or adjourned


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

            With respect to any consent, waiver or other action which this
Indenture expressly provides may be given by the Holders of a specified
percentage of Outstanding Securities of all series affected thereby (acting as
one class), only the principal amount of Outstanding Securities of any series
represented at a meeting or adjourned meeting duly reconvened at which a quorum
was present, held in accordance with this Section, and voting in favor of such
action, shall be counted for purposes of calculating the aggregate principal
amount of Outstanding Securities of all series affected thereby favoring such
action.

            SECTION 1305. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holder of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

            (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1302(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.


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            (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount (or such other
amount as shall be specified as contemplated by Section 301) of the Outstanding
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

            (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

            SECTION 1306. Counting Votes and Recording Action of Meetings. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1302 and, if applicable, Section 1304.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


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                                   ARTICLE XIV

                    Immunity of Incorporators, Stockholders,
                             Officers and Directors

            SECTION 1401. Immunity of Incorporators, Stockholders, Officers and
Directors. No recourse shall be had for the payment of the principal of (or
premium, if any, on) or interest, if any, on, any Security of any series (or any
Coupon appertaining thereto), or any part thereof, or for any claim based
thereon or otherwise in respect thereof, or of the indebtedness represented
thereby, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, direct or indirect stockholder, officer or director,
as such, past, present or future, of the Company, or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that this Indenture and all the Securities
of all series (and any Coupons appertaining thereto) are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, direct or indirect stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
Corporation, because of the incurring of the indebtedness hereby authorized or
under or by reason of any of the obligations, covenants, promises or agreements
contained in this Indenture or in any of the Securities of any series (or any
Coupons appertaining thereto) or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator,
stockholder, officer and director is, by the acceptance of the Securities of any
series (or any Coupons appertaining thereto), and as a condition of, and as part
of the consideration for, the execution of this Indenture and the issue of the
Securities (and any Coupons appertaining thereto), expressly waived and
released.


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                                   ARTICLE XV

                                  Subordination

            SECTION 1501. Agreement to Subordinate. Anything to the contrary
herein notwithstanding, the Company covenants and agrees, and each Holder of
Securities of any series (or any Coupons appertaining thereto) by acceptance
thereof likewise covenants and agrees, that the indebtedness represented by the
Securities of such series then Outstanding (and any Coupons appertaining
thereto) and the payment of the principal of (and premium, if any, on) and
interest, if any, on each and all of such Securities of such series (and any
Coupons appertaining thereto) shall be subordinate and junior in right of
payment, to the extent and in the manner hereinafter set forth, to all Senior
Indebtedness (as defined below), whether outstanding at the date hereof or
incurred after the date hereof.

            SECTION 1502. No Payments to Holders of Securities in Certain
Circumstances. (a) Subject to the next succeeding sentence, no payment shall be
made by the Company on account of principal of (or premium, if any) or interest
on the Securities (or any Coupons appertaining thereto) or on account of any
sinking fund provisions or on account of the purchase, redemption or other
acquisition of Securities (or any Coupons appertaining thereto) (except payments
made in capital stock of the Company and except that sinking fund payments may
be satisfied by the use of Securities delivered, redeemed or converted as
provided in Section 1202 prior to the notice hereinafter referred to) if the
Trustee shall be in receipt of a written notice from a Senior Indebtedness
Representative (as defined below) that there shall have occurred and be
continuing any default in the payment of principal, premium, if any, or interest
on any Senior Indebtedness continuing beyond the period of grace, if any,
specified in the instrument or lease evidencing such Senior Indebtedness. Any
failure by the Company to make any payment on or under any Senior Indebtedness,
other than any Senior Indebtedness as to which the provisions of this Section
1502 shall have been waived by the Company in the instrument or instruments by
which the Company incurred, assumed, guaranteed or otherwise created such Senior
Indebtedness, shall not be deemed a default under this Section 1502(a) if (1)
the Company shall in good faith be disputing its obligation to make such payment
or perform such obligation, and (2) either (A) no final judgment relating to
such dispute shall have been issued against the Company which is in full force
and effect and is not subject to further review, including a judgment that has
become final by reason of the expiration of the time within which a party may
seek further appeal or review, or (B) in the event a judgment that is subject to
further review or appeal has been issued, the Company


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shall in good faith be prosecuting an appeal or other proceeding for review, and
a stay of execution shall have been obtained pending such appeal or review.

            (b) Upon any distribution of assets of the Company upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due or to become due upon all Senior Indebtedness
shall first be paid in full in money or money's worth, or payment thereof
provided for in accordance with its terms, before any payment is made on account
of the principal of (and premium, if any) or interest on the Securities (or any
Coupons appertaining thereto); and upon any such dissolution or winding-up or
liquidation or reorganization, any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities (other than in securities which are subordinate and junior in right
of payment to the payment of all Senior Indebtedness which may at the time be
outstanding), to which the holders of the Securities (or any Coupons
appertaining thereto) or the Trustee would be entitled except for the provisions
of this Article XV, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders of the Securities (or any Coupons appertaining
thereto) or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full in money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the Holders of the Securities (or any Coupons
appertaining thereto) or to the Trustee.

            In the event that, notwithstanding the foregoing, any payment by, or
distribution of assets of, the Company of any kind or character, whether in
cash, property or securities, shall be received by the Trustee or the Holders of
Securities (or any Coupons appertaining thereto) before all Senior Indebtedness
is paid in full in money or money's worth, or provision is made for such
payment, and if such fact shall then have been made known to a Responsible
Officer of the Trustee or, as the case may be, such Holder, then and in such
event such payment or distribution shall be paid over to the holders of such
Senior Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture under which any instruments evidencing any of
such Senior Indebtedness may have been issued,


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ratably as aforesaid, for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in full
in money or money's worth, after giving effect to any concurrent payment or
distribution (or provision therefor) to the holders of such Senior Indebtedness.

            The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article VIII hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 1502 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
VIII hereof.

            (c) The holders of Senior Indebtedness may, at any time and from
time to time, without the consent of or notice to the Holders of Securities (or
any Coupons appertaining thereto), without incurring responsibility to such
Holders and without impairing or releasing the obligations of the Holders of
Securities (or any Coupons appertaining thereto) hereunder to the holders of
Senior Indebtedness: (1) change the manner, place or terms of payment or change
or extend the time of payment of, or renew or alter, Senior Indebtedness, or
otherwise amend in any manner Senior Indebtedness or any instrument evidencing
the same or any agreement under which Senior Indebtedness is outstanding; (2)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Indebtedness; (3) release any Person liable in any
manner for the collection of Senior Indebtedness; and (4) exercise or refrain
from exercising any rights against the Company and any other Person.

            (d) Nothing in this Section 1502 shall apply to claims of, or
payments to, the Trustee pursuant to Section 607.

            SECTION 1503. Subrogation. Subject to the payment in full of all
Senior Indebtedness, the Holders of Securities (and any Coupons appertaining
thereto) shall be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the
Company applicable to the Senior Indebtedness until all amounts owing on the
Securities (and any Coupons appertaining thereto) shall be paid in full, and, as
between the Company, its creditors other than holders of Senior Indebtedness,
and the Holders of Securities (and any Coupons appertaining thereto), no such
payment or distribution made to the holders of Senior Indebtedness by virtue of
this Article XV which otherwise would have been made to the Holders of
Securities (and any


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Coupons appertaining thereto) shall be deemed to be a payment by the Company on
account of the Senior Indebtedness, it being understood that the provisions of
this Article XV are and are intended solely for the purpose of defining the
relative rights of the Holders of Securities (and any Coupons appertaining
thereto), on the one hand, and the holders of Senior Indebtedness, on the other
hand.

            SECTION 1504. Obligation of Company Unconditional. Nothing contained
in this Article XV or elsewhere in this Indenture or in any Security is intended
to or shall impair, as between the Company, its creditors other than holders of
Senior Indebtedness and the Holders of Securities (and any Coupons appertaining
thereto), the obligation of the Company, which is absolute and unconditional, to
pay to the Holders of the Securities (and any Coupons appertaining thereto) the
principal thereof (and premium if any) and interest, if any, thereon as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Securities
(or any Coupons appertaining thereto) and creditors of the Company other than
holders of Senior Indebtedness, nor shall anything herein prevent the Trustee or
any Holder of Securities (or any Coupons appertaining thereto) from exercising
all remedies otherwise permitted by applicable law or hereunder upon default
hereunder, subject to the rights, if any, under this Article XV of holders of
Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

            Upon any payment or distribution of assets of the Company referred
to in this Article XV, the Trustee and the Holders of Securities (or any Coupons
appertaining thereto) shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction in which any such dissolution, winding up,
liquidation or reorganization proceeding affecting the affairs of the Company is
pending or upon a certificate of the liquidating trustee or agent or other
person making any payment or distribution to the Trustee or to the Holders of
Securities (or any Coupons appertaining thereto) for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the holders
of the Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount paid or distributed thereon and all other
facts pertinent thereto or to this Article XV.

            SECTION 1505. Payments on Securities Permitted. Nothing contained in
this Article XV or elsewhere in this Indenture, or in any of the Securities (or
any Coupons appertaining thereto) shall (1) affect the obligation of the Company
to make, or prevent the Company from making, at any time except in the event of
any event specified in paragraph (a) or (b) of Section 1502, payments at


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any time of principal of (or premium, if any) or interest, if any, on the
Securities of any series (or any Coupons appertaining thereto) or of any sinking
fund payments with respect to the Securities of any series, or (2) prevent the
application by the Trustee or any Paying Agent of any moneys deposited prior to
the receipt by the Trustee of the notice referred to in Section 1502(a) with the
Trustee or such Paying Agent in trust for the purpose of paying a specified
installment or installments of interest on the Securities of any series (or any
Coupons appertaining thereto), to the payment of such installments of interest
on the Securities of any series (or any Coupons appertaining thereto).

            SECTION 1506. Effectuation of Subordination by Trustee. Each holder
of Securities (or any Coupons appertaining thereto), by his acceptance thereof,
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XV and appoints the Trustee his attorney-in-fact for any and all such
purposes.

            SECTION 1507. Knowledge of Trustee. The Company shall give prompt
written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment of moneys to or by the Trustee in respect of
the Securities (or any Coupons appertaining thereto) pursuant to the provisions
of this Article XV. Notwithstanding the provisions of this Article XV or any
other provisions of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee, or the taking of any other action by the
Trustee, unless and until the Trustee shall have received written notice thereof
from the Company or a Senior Indebtedness Representative.

            Prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601, shall be entitled in all respects to
assume that no such facts exist; provided, that if on a date not less than two
Business Days prior to the date upon which by the terms hereof any such moneys
may become payable for any purpose (including, without limitation, the payment
of the principal of or premium or interest, if any, on any Securities (or any
Coupons appertaining thereto)), the Trustee shall not have received with respect
to such moneys the notice provided for in this Section 1507, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such moneys and to apply the same to the purpose
for which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date.


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

            SECTION 1508. Trustee May Hold Senior Indebtedness; Trustee's
Relation to Senior Indebtedness. The Trustee shall be entitled to all the rights
set forth in this Article XV with respect to any Senior Indebtedness at the time
held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in Section 613 or elsewhere in this Indenture shall deprive the Trustee
of any of its rights as such holder.

            The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and, with respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XV, and
no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. Subject to
the provisions of Section 601, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall mistakenly pay over or deliver to Holders of
Securities (or any Coupons appertaining thereto), the Company or any other
person moneys or assets to which any holder of Senior Indebtedness shall be
entitled by virtue of this Article XV or otherwise.

            SECTION 1509. Rights of Holders of Senior Indebtedness Not Impaired.
No right of any present or future holder of any Senior Indebtedness to enforce
the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.


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            SECTION 1510. Rights and Obligations Subject to Power of Court. The
right of the holders of Senior Indebtedness and the obligations of the Trustee
and the Holders of Securities (and any Coupons appertaining thereto) set forth
in this Article XV are subject to the power of a court of competent jurisdiction
to make other equitable provision reflecting the rights conferred in this
Indenture upon the Senior Indebtedness and the holders thereof with respect to
the Securities (and any Coupons appertaining thereto) and the Holders thereof by
a plan of reorganization under applicable bankruptcy law.

            SECTION 1511. Article XV Not to Prevent Events of Default. No
provision of this Article XV shall prevent the occurrence of any default or
Event of Default hereunder.

            SECTION 1512. Definitions. The following terms shall have the
following meanings:

            "Senior Indebtedness" means the principal of, premium, if any, and
interest on, and any other payment due pursuant to the terms of an instrument
(including, without limitation, fees, expenses, collection expenses (including
attorneys' fees), interest yield amounts, post-petition interest and taxes)
creating, securing or evidencing any of the following, whether outstanding at
the date hereof or hereafter incurred or created:

            (1) all indebtedness of the Company for money borrowed or
      constituting amounts due in respect of reimbursement obligations relating
      to letters of credit (including, but not limited to, any indebtedness
      secured by a mortgage, conditional sales contract or other lien which is
      (A) given to secure all or part of the purchase price of property subject
      thereto, whether given to the vendor of such property or to another or (B)
      existing on property at the time of acquisition thereof);

            (2) all indebtedness of the Company evidenced by notes, debentures,
      bonds or other securities;

            (3) all indebtedness of others of the kinds described in either of
      the preceding clauses (1) or (2) assumed by or guaranteed in any manner by
      the Company or in effect guaranteed by the Company through an agreement to
      purchase, contingent or otherwise; and


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            (4) all renewals, deferrals, increases, extensions or refundings of
      and modifications to indebtedness of the kinds described in any of the
      preceding clauses (1), (2) or (3);

unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same provides that such indebtedness, renewal, extension,
deferral, increase, modification or refunding is not superior in right of
payment to the Securities or is pari passu with or subordinate by its terms in
right of payment to the Securities; provided that Senior Indebtedness shall not
include the Securities of any series issued under this Indenture.

            "Senior Indebtedness Representative" means (1) in the case of Senior
Indebtedness held by one Person, such Person, (2) in the case of Senior
Indebtedness issued under an indenture, the trustee under such indenture and (3)
in the case of Senior Indebtedness issued pursuant to an instrument or agreement
(other than an indenture) that authorizes an agent or other representative to
represent the interests of a group of creditors under such instrument or
agreement, such agent or representative; provided, however, in the case of (2)
or (3), such trustee, agent or representative is acting pursuant to due
authority pursuant to the related indenture, instrument or agreement.

                                   ARTICLE XVI

                                   Conversion

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

            SECTION 1602. Conversion Privilege. A Holder of a Security of any
authorized denomination of any series may convert it into Common Stock, at any
time during the period specified in the Securities of that series, at the
conversion


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price or conversion rate in effect on the conversion date, except that, with
respect to any Security (or portion thereof) called for redemption, such right
shall terminate at the close of business on the Redemption Date (or such other
day as may be specified as contemplated by Section 301 for Securities of such
series), unless the Company shall default in payment of the Redemption Price.

            The initial conversion price or conversion rate in respect of a
series of Securities shall be as specified in the Securities of that series. The
conversion price or conversion rate shall be subject to adjustment on the terms
set forth in this Article XVI or such other or different terms, if any, as may
be specified as contemplated by Section 301 for Securities of such series.

            A Holder may convert any Security in full and may convert a portion
of a Security if the portion to be converted and the remaining portion of such
Security are in denominations issuable for that series of Securities. Provisions
of this Indenture that apply to conversion of all of a Security shall also apply
to conversion of a portion of it.

            SECTION 1603. Conversion Procedure. To convert a Security of any
series, a Holder must satisfy the requirements for conversion contained on the
Securities of that series. The date on which the Holder shall satisfy all such
requirements shall be the conversion date. As soon as practicable after the
conversion date, the Company shall deliver to the Holder through the office or
agency maintained by the Company pursuant to Section 1002 a certificate for the
number of shares of Common Stock issuable upon the conversion and cash or its
check in lieu of any fractional share. The person in whose name such certificate
is registered shall become a stockholder of record on the conversion date, and
the rights of the Holder of the Securities so converted as a Holder thereof,
shall cease as of such date.

            If a Holder converts more than one Security of any series at the
same time, the number of full shares issuable upon such conversion shall be
based on the total principal amount of the Securities of such series so
converted.

            Upon surrender of a Security of any series that is converted in
part, the Trustee shall authenticate for the Holder a new Security or Securities
of that series equal in principal amount to the unconverted portion of the
Security surrendered together with any Coupons appertaining thereto.

            The Company will not be required to deliver certificates for shares
of Common Stock upon conversion while its stock transfer books are closed for a


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

            Registered Securities of any series surrendered for conversion
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date for such series to the opening of business
on such Interest Payment Date shall (except in the case of Registered Securities
or portions thereof which have been called for redemption on a Redemption Date
within such period) be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount of Securities being surrendered for conversion (or, if such
Registered Security was issued in exchange for a Bearer Security after the close
of business on such Regular Record Date, by surrender of one or more Coupons
relating to such Interest Payment Date or by both payment in such funds and
surrender of such Coupon or Coupons, in either case, in an amount equal to the
interest payable on such Interest Payment Date on the principal amount of the
Registered Security then being converted); provided, that no such payment need
be made if there shall exist, at the time of conversion, a default in the
payment of interest on the Securities of such series. The funds so delivered
shall be paid to the Company on or after such Interest Payment Date unless the
Company shall default in the payment of the interest due on such Interest
Payment Date, in which event such funds shall be paid to the Holder who made
such required payment. Except as provided above in this Section and subject to
the last paragraph of Section 307, no payment or adjustment shall be made upon
any conversion on account of any interest accrued on the Securities surrendered
for conversion or on account of any dividends on the Common Stock issued upon
conversion.

            SECTION 1604. Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock or script representing fractional shares shall
be issued upon conversion of a Security. If any fractional share of stock would
be issuable upon the conversion of any Security or portion thereof, the Company
shall make an adjustment therefor in cash at the current market value thereof.
The current market value of a share of Common Stock shall be the last reported
sale price on the first day (which is not a Legal Holiday) immediately preceding
the day on which the Securities (or specified portions thereof) are deemed to
have been converted and such last reported sale price shall be determined by the
Trustee as provided in the second sentence of subsection (d) of Section 1605.


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            SECTION 1605. Adjustment of Conversion Price. The conversion price
or conversion rate shall be adjusted from time to time by the Company as
follows:

            (a) In case the Company shall (1) pay a dividend, or make a
      distribution, in shares of its Common Stock, on its Common Stock, (2)
      subdivide its outstanding Common Stock into a greater number of shares, or
      (3) combine its outstanding Common Stock into a smaller number of shares,
      the conversion price or conversion rate in effect immediately prior
      thereto shall be adjusted so that the Holder of any Security thereafter
      surrendered for conversion shall be entitled to receive the number of
      shares of Common Stock of the Company which he would have owned or have
      been entitled to receive after the happening of any of the events
      described above had such Security been converted immediately prior to the
      happening of such event. An adjustment made pursuant to this subsection
      (a) shall become effective immediately after the record date in the case
      of a dividend and shall become effective immediately after the effective
      date in the case of subdivision or combination.

            (b) In case the Company shall issue rights or warrants to
      substantially all holders of its Common Stock entitling them (for a period
      expiring within 45 days after the record date mentioned below) to
      subscribe for or purchase Common Stock (or securities convertible into
      Common Stock) at a price per share less than the current market price per
      share of Common Stock (as determined in accordance with subsection (d)
      below) at the record date for the determination of stockholders entitled
      to receive such rights or warrants, except as provided in subsection (e)
      below, the conversion price or conversion rate in effect immediately prior
      thereto shall be adjusted so that the same shall equal the price or rate
      determined by multiplying the conversion price or dividing the conversion
      rate, as the case may be, in effect immediately prior to the date of
      issuance of such rights or warrants by a fraction of which the numerator
      shall be the number of shares of Common Stock outstanding on the date of
      issuance of such rights or warrants plus the number of shares of Common
      Stock which the aggregate offering price of the total number of securities
      so offered would purchase at such current market price, and of which the
      denominator shall be the number of shares of Common Stock outstanding on
      the date of issuance of such rights or warrants plus the number of
      additional shares of Common Stock (including shares represented by
      securities convertible into Common Stock) offered for subscription or
      purchase. Such adjustment shall be made successively whenever any such
      rights or warrants are issued, and shall become effective


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      immediately after such record date. Except as provided in subsection (d)
      below, in determining whether any rights or warrants entitle the holders
      to subscribe for or purchase shares of Common Stock (including shares
      represented by securities convertible into Common Stock) at less than such
      current market price, and in determining the aggregate offering price of
      such shares of Common Stock, there shall be taken into account any
      consideration received by the Company for such rights or warrants, the
      value of such consideration, if other than cash, to be determined by the
      Board of Directors of the Company whose determination shall be conclusive
      and described in a certificate filed with the Trustee. Upon the expiration
      of any right or warrant to purchase Common Stock (or securities
      convertible into Common Stock) the issuance of which resulted in an
      adjustment in the conversion price or rate pursuant to this subsection
      (b), if any such right or warrant shall expire and shall not have been
      exercised, the conversion price or rate shall immediately upon such
      expiration be recomputed to the conversion price or rate which would have
      been in effect had the adjustment of the conversion price or rate made
      upon the issuance of such rights or warrants been made on the basis of
      offering for subscription or purchase only that number of shares of Common
      Stock (or securities convertible into Common Stock) actually purchased
      upon the exercise of such rights or warrants actually exercised.

            (c) In case the Company shall distribute to substantially all
      holders of its Common Stock any shares of capital stock of the Company
      (other than Common Stock or capital stock convertible into Common Stock)
      or evidences of its indebtedness or assets (excluding cash dividends or
      other distributions to the extent paid from current or retained earnings
      of the Company) or rights or warrants to subscribe for or purchase any of
      its securities (excluding those referred to in subsection (b) above),
      then, except as provided in subsection (e) below, in each such case the
      conversion price or conversion rate shall be adjusted by multiplying the
      conversion price or dividing the conversion rate, as the case may be, in
      effect immediately prior to the record date for the determination of
      stockholders entitled to receive such distribution by a fraction of which
      the numerator shall be the current market price per share (as defined in
      subsection (d) below) of the Common Stock on such record date less the
      fair market value on such record date (as determined by the Board of
      Directors of the Company, whose determination shall be conclusive, and
      described in a certificate filed with the Trustee) of the portion of the
      capital stock or assets or evidences of indebtedness so distributed or of
      such rights or warrants applicable to one share of Common Stock, and the
      denominator shall be the current market price per share (as


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<PAGE>
      defined in subsection (d) below) of the Common Stock on such record date.
      Such adjustment shall become effective immediately after the record date
      for the determination of stockholders entitled to receive such
      distribution, except as provided in subsection (e) below.

            (d) For the purpose of any computation under subsections (b) and (c)
      of this Section, the current market price per share of Common Stock on any
      date shall be deemed to be the average of the daily closing prices for the
      20 consecutive Trading Days (as defined below) commencing with the 30th
      Trading Day before the day in question. The closing price for each day
      shall be the last reported sales price regular way or, in case no such
      reported sale takes place on such day, the average of the reported closing
      bid and asked prices regular way, in either case on the New York Stock
      Exchange or, if the Common Stock is not listed or admitted to trading on
      such exchange, on the principal national securities exchange on which the
      Common Stock is listed or admitted to trading (based on the aggregate
      dollar value of all securities listed or admitted to trading) or, if not
      listed or admitted to trading on any national securities exchange, on the
      NASDAQ National Market System or, if the Common Stock is not listed or
      admitted to trading on any national securities exchange or quoted on the
      NASDAQ National Market System, the average of the closing bid and asked
      prices in the over-the-counter market as furnished by any New York Stock
      Exchange member firm selected from time to time by the Company for that
      purpose, or, if such prices are not available, the fair market value set
      by, or in a manner established by, the Board of Directors of the Company
      in good faith. In addition, for purposes of any computation under
      subsection (b) and (c) above: (1) the market value or exercise price of
      any rights or warrants shall be determined without giving effect to any
      potential adjustment that is contingent upon the occurrence of any event
      other than the passage of time; and (2) to the extent that any right or
      warrant is subject to any condition (other than the passage of time), the
      date of issuance or distribution of such right or warrant and the record
      date for the determination of stockholders entitled to receive such rights
      or warrants shall be deemed to be the date of occurrence of such
      condition.

            (e) No adjustment in the conversion price or conversion rate shall
      be required unless such adjustment would require an increase or decrease
      of at least 1% in such price or rate; provided however, that any
      adjustments which by reason of this subsection (e) are not required to be
      made shall be carried forward and taken into account in any subsequent
      adjustment. All calculations under this Article XVI shall be made by the
      Company and shall be made to the nearest cent or to the nearest one
      hundredth of a share, as the


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      case may be. Anything in this Section 1605 to the contrary
      notwithstanding, the Company shall be entitled to make such reductions in
      the conversion price or increases in the conversion rate, in addition to
      those required by this Section 1605, as it in its discretion shall
      determine to be advisable in order that any stock dividends, subdivision
      of shares, distribution of rights to purchase stock or securities, or a
      distribution of securities convertible into or exchangeable for stock
      hereafter made by the Company to its stockholders shall not be taxable.

            (f) Whenever the conversion price or conversion rate is adjusted as
      herein provided, the Company shall promptly file with the Trustee and any
      conversion agent other than the Trustee an Officers' Certificate setting
      forth the conversion price or conversion rate after such adjustment and
      setting forth a brief statement of the facts requiring such adjustment.
      Promptly after delivery of such certificate, the Company shall prepare a
      notice of such adjustment of the conversion price or conversion rate
      setting forth the adjusted conversion price or conversion rate and the
      date on which such adjustment becomes effective and shall mail such notice
      of such adjustment to the Holder of each Registered Security at his last
      address appearing on the Security Register.

            (g) In any case in which this Section 1605 provides that an
      adjustment shall become effective immediately after a record date for an
      event, the Company may defer until the occurrence of such event (1)
      issuing to the Holder of any Security converted after such record date and
      before the occurrence of such event the additional shares of Common Stock
      issuable upon such conversion by reason of the adjustment required by such
      event over and above the Common Stock issuable upon such conversion before
      giving effect to such adjustment and (2) paying to such Holder any amount
      in cash in lieu of any fraction pursuant to Section 1604.

            SECTION 1606. Rights Issued in Respect of Common Stock Issued Upon
Conversion. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article XVI shall be entitled to receive the appropriate number
of Rights (as defined below), if any, and the certificates representing the
Common Stock issued upon such conversion shall bear such legends, if any, in
each case as provided by and subject to the terms of the Rights Agreement (as
defined below) as in effect at the time of such conversion. Notwithstanding
anything else to the contrary in this Article XVI, there shall not be any
adjustment to the conversion privilege or conversion price or conversion rate as
a result of (1) the distribution of separate certificates representing the
Rights, (2) the occurrence of certain events


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entitling holders of Rights to receive, upon exercise thereof, Common Stock of
the Company or capital stock of another corporation or (3) the exercise of such
Rights in accordance with the Rights Agreement.

            SECTION 1607. Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur, namely (1) any reclassification or
change of outstanding shares of Common Stock (other than a charge in par value,
or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (2) any consolidation, merger or
combination of the Company with another corporation or entity as a result of
which holders of Common Stock shall be entitled to receive stock, securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, or (3) any sale or conveyance of the properties and assets of
the Company as, or substantially as, an entirety to any other corporation or
entity as a result of which holders of Common Stock shall be entitled to receive
stock, securities or other property or assets (including cash) with respect to
or in exchange for such Common Stock shall occur, then the Company or the
successor or purchasing corporation, as the case may be, shall execute with the
Trustee a supplemental indenture (which shall conform to the Trust Indenture Act
as in force at the date of execution of such supplemental indenture) providing
that each Security shall be convertible into the kind and amount of shares of
stock and other securities or property or assets (including cash) receivable
upon such reclassification, change, consolidation, merger, combination, sale or
conveyance by a holder of a number of shares of Common Stock issuable upon
conversion of such Security immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance. Such supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article.

            The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder of Registered Securities, at his address
appearing on the Security Register.

            The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

            SECTION 1608. Taxes on Shares Issued. The issue of stock
certificates on conversions of Securities shall be made without charge to the
converting Holder for any tax in respect of the issue thereof. The Company shall
not, however, be required to pay any tax which may be payable in respect of any


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transfer involved in the issue and delivery of stock in any name other than that
of the Holder of any Security converted, and the Company shall not be required
to issue or deliver any such stock certificate unless and until the Person or
Persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

            SECTION 1609. Reservation of Shares; Shares to be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall use its best efforts to provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares to
provide for the conversion of the Securities from time to time as such
Securities are presented for conversion.

            Before taking any action which would cause an adjustment reducing
the effective conversion price below the then par value, if any, of the shares
of Common Stock issuable upon conversion of the Securities, the Company will
take all corporate action which may, in the opinion of its counsel, be necessary
in order that the Company may validly and legally issue shares of such Common
Stock at such adjusted conversion price or rate.

            The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
nonassessable by the Company and free from all taxes, liens and charges with
respect to the issue thereof.

            The Company covenants that if any shares of Common Stock to be
provided for the purpose of conversion of Securities hereunder require
registration with or approval of any governmental authority under any Federal or
State law before such shares may be validly issued upon conversion, the Company
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be.

            The Company further covenants that so long as the Common Stock shall
be listed on the New York Stock Exchange or any other national securities
exchange the Company will, if permitted by the rules of such exchange, list and
keep listed all Common Stock issuable upon conversion of the Securities.

            SECTION 1610. Responsibility of Trustee. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any Holder to determine whether any facts exist which may require any adjustment
of


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the conversion price or conversion rate, or with respect to the nature or extent
or calculation of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same. The Trustee and any other conversion agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Security; and the Trustee and
any other conversion agent make no representations with respect thereto. Subject
to the provisions of Section 601, neither the Trustee nor any conversion agent
shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Security for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article. Without limiting the generality of the
foregoing, neither the Trustee nor any conversion agent shall be under any
responsibility to determine whether a supplemental indenture under Section 1607
need be entered into or the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 1607 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Holders of Securities upon the conversion of their Securities
after any event referred to in such Section 1607 or to any adjustment to be made
with respect thereto, but, subject to the provisions of Section 601, may accept
as conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

            SECTION 1611. Notice to Holders Prior to Certain Actions. In case:

                  (1) the Company shall declare a dividend (or any other
            distribution) on its Common Stock (other than in cash out of current
            or retained earnings or pursuant to the Rights Agreement); or

                  (2) The Company shall authorize the granting to substantially
            all the holders of its Common Stock of rights or warrants to
            subscribe for or purchase any share of any class or any other rights
            or warrants; or

                  (3) of any reclassification of the Common Stock of the Company
            (other than a subdivision or combination of its outstanding Common
            Stock, or a change in par value, or from par value to no par value,
            or from no par value to par value), or of any consolidation or


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            merger to which the Company is a party and for which approval of any
            stockholders of the Company is required, or of the sale or transfer
            of all or substantially all of the assets of the Company; or

                  (4) of the voluntary or involuntary dissolution, liquidation
            or winding-up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Registered Securities at his address appearing on the Security
Register, as promptly as possible but in any event at least fifteen days prior
to the applicable date hereinafter specified, a notice stating (1) the date on
which a record is to be taken for the purpose of such dividend, distribution or
rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution
or rights are to be determined, or (2) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected to become effective or occur, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up.

            SECTION 1612. Definitions. The following terms shall have the
following meanings:

            "Common Stock" means any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 1607, however, shares issuable on conversion of Securities shall
include only shares of the class designated as Common Stock of the Company at
the date of this Indenture or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.


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            "Rights" mean the Preferred Share Purchase Rights heretofore or in
the future distributed to stockholders of the Company pursuant to the Rights
Agreement.

            "Rights Agreement" means the Rights Agreement originally dated March
7, 1986 between the Company and the Rights Agent named therein, as it may be
amended, supplemented or restated from time to time (including any agreements of
a similar nature in replacement thereof).

            "Trading Day" means a day on which the national securities exchange
(or the NASDAQ National Market System) on which the Common Stock is listed or
admitted to trading is open for the transaction of business or the reporting of
trades or, if the Common Stock is not so listed or admitted, a day on which the
New York Stock Exchange is open for the transaction of business.


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            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly signed all as of the date first written above.

                                                UNISYS CORPORATION

                                                By: _______________________
                                                       Name:
                                                       Title:


                                                HSBC Bank USA,
                                                as Trustee

                                                By: _______________________
                                                       Name:
                                                       Title:


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                                    EXHIBIT A

                            [FORMS OF CERTIFICATION)

                   [FORM OF CERTIFICATE TO BE GIVEN BY PERSON
                    ENTITLED TO RECEIVE BEARER SECURITY OR TO
                   OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]

                                  EXHIBIT A.1.
                               UNISYS CORPORATION

                     [Insert title or sufficient description
                         of Securities to be delivered]
                               (the "Securities")

            This is to certify that, as of the date hereof, and except as set
forth below, the above-referenced Securities held by you for our account (i) are
owned by persons that are not citizens or residents of the United States,
domestic partnerships, domestic corporations, or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States persons"), (ii) are owned by United States person(s) that
(a) are foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise the issuer's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by financial
institution(s) for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition,
if we are a financial institution described in clause (iii) above (whether or
not also described in clause (i) or (ii)), we certify that we have not acquired
the Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

            As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "posessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
Securities held

<PAGE>
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification, it may be assumed that this certification applies as of
such date.

            This certification excepts and does not relate to $______________ of
such interest in the above Securities, in respect of which we are not able to
certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
interest) cannot be made until we do so certify.

            We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:   _____________________________
         [To be dated no earlier
         than 15 days prior to the
         Exchange Date or the first
         interest payment date prior
         to the Exchange Date, as
         relevant]

By:      _____________________________
         As, or as agent for, the
         beneficial owner(s) of the
         Securities to which this
         certificate relates.


                                       2

<PAGE>
                                   EXHIBIT A.2

                       [FORM OF CERTIFICATE TO BE GIVEN BY
                           EURO-CLEAR OR CEDEL S.A. IN
                        CONNECTION WITH THE EXCHANGE OF A
                     PORTION OF A TEMPORARY GLOBAL SECURITY
                OR TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]

                               UNISYS CORPORATION

                     [Insert title or sufficient description
                         of Securities to be delivered]
                               (the "Securities")

            This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations"), substantially
as set forth in the Temporary Global Security with respect to the Securities, as
of the date hereof, $___________ principal amount of the above-captioned
Securities (i) is owned by persons that are not citizens or residents of the
United States, domestic partnerships, domestic corporations, or any estate or
trust the income of which is subject to United States federal income taxation
regardless of its source ("United States persons"), (ii) is owned by United
States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
("financial institutions") purchasing for their own account or for resale, or
(b) acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its agent,
that we may advise the issuer or the issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by financial institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and to the further effect that financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)), have certified that
they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.

            As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "posessions"
include

<PAGE>
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

            We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the Temporary Global Security excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.

            We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

*Dated:       , 20__           Yours faithfully,

                                                MORGAN GUARANTY TRUST COMPANY OF
                                                NEW YORK, Brussels office as
                                                operator of the Euro-clear
                                                System

                                                            or

                                                CEDEL S.A.

                                                By:


--------------------------------
* [Not earlier than the Exchange
  Date or the first interest
  payment date prior to the
  Exchange Date, as relevant.]


                                       2


<PAGE>

                              CERTIFICATE OF TRUST

                                       OF

                             UNISYS CAPITAL TRUST I

            The undersigned, being all of the trustees of Unisys Capital Trust I
(the "Trust"), pursuant to the Delaware Business Trust Act, 12 Del. C. Section
3801 et seq., HEREBY CERTIFY:

            (a)   The name of the business trust being formed hereby is "Unisys
                  Capital Trust I".

            (b)   The name and business address of the trustee of the Trust that
                  has its principal place of business in the State of Delaware
                  is as follows:

                  HSBC Bank & Trust Company (Delaware), National Association
                  1201 Market Street, Suite 1001 
                  Wilmington, Delaware 19801

            (c)   This Certificate of Trust shall be effective as of the date of
                  filing.

Dated:  March 26, 2002


                                     __________________________________________
                                     Name:  Robert S. Manturuk
                                     Title: Trustee


                                     __________________________________________
                                     Name:  Nancy L. Miller
                                     Title: Trustee


                                     __________________________________________
                                     Name:  Peter S. Noll
                                     Title: Trustee


                                     HSBC Bank & Trust Company (Delaware), 
                                     National Association, as Trustee


                                     By:_______________________________________
                                          Name:  J. Anton Bodor
                                          Title: Authorized Signatory





<PAGE>

                              CERTIFICATE OF TRUST

                                       OF

                             UNISYS CAPITAL TRUST II

            The undersigned, being all of the trustees of Unisys Capital Trust
II (the "Trust"), pursuant to the Delaware Business Trust Act, 12 Del. C.
Section 3801 et seq., HEREBY CERTIFY:

            (a)   The name of the business trust being formed hereby is "Unisys
                  Capital Trust II".

            (b)   The name and business address of the trustee of the Trust that
                  has its principal place of business in the State of Delaware
                  is as follows:

                  HSBC Bank & Trust Company (Delaware), National Association
                  1201 Market Street, Suite 1001 Wilmington, Delaware 19801

            (c)   This Certificate of Trust shall be effective as of the date of
                  filing.

Dated:  March 26, 2002


                                     __________________________________________
                                     Name:  Robert S. Manturuk
                                     Title: Trustee


                                     __________________________________________
                                     Name:  Nancy L. Miller
                                     Title: Trustee


                                     __________________________________________
                                     Name:  Peter S. Noll
                                     Title: Trustee

                                     HSBC Bank & Trust Company (Delaware), 
                                     National Association, as Trustee


                                     By:_______________________________________
                                        Name:  J. Anton Bodor
                                        Title: Authorized Signatory





<PAGE>

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

                              DECLARATION OF TRUST

                             UNISYS CAPITAL TRUST I

                           Dated as of March 26, 2002

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

<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                                <C>
ARTICLE I DEFINITIONS............................................................................................   1

   Section 1.1      Definitions..................................................................................   1

ARTICLE II ORGANIZATION..........................................................................................   3

   Section 2.1      Name.........................................................................................   3
   Section 2.2      Office.......................................................................................   3
   Section 2.3      Purpose......................................................................................   4
   Section 2.4      Authority....................................................................................   4
   Section 2.5      Title to Property of the Trust...............................................................   4
   Section 2.6      Powers of the Trustees.......................................................................   4
   Section 2.7      Filing of Certificate of Trust...............................................................   5
   Section 2.8      Duration of Trust............................................................................   5
   Section 2.9      Responsibilities of the Sponsor..............................................................   5
   Section 2.10     Declaration Binding on Securities Holders....................................................   6

ARTICLE III TRUSTEES.............................................................................................   6

   Section 3.1      Trustees.....................................................................................   6
   Section 3.2      Regular Trustees.............................................................................   6
   Section 3.3      Delaware Trustee.............................................................................   7
   Section 3.4      Property Trustee.............................................................................   7
   Section 3.5      Not Responsible for Recitals or Sufficiency of Declaration...................................   7

ARTICLE IV LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS..................................   8

   Section 4.1      Exculpation..................................................................................   8
   Section 4.2      Fiduciary Duty...............................................................................   8
   Section 4.3      Indemnification..............................................................................   9
   Section 4.4      Outside Businesses...........................................................................  12

ARTICLE V AMENDMENTS, TERMINATION, MISCELLANEOUS.................................................................  12

   Section 5.1      Amendments...................................................................................  12
   Section 5.2      Termination of Trust.........................................................................  12
   Section 5.3      Governing Law................................................................................  13
   Section 5.4      Headings.....................................................................................  13
   Section 5.5      Successors and Assigns.......................................................................  13
   Section 5.6      Partial Enforceability.......................................................................  13
   Section 5.7      Counterparts.................................................................................  13
</TABLE>


<PAGE>
                              DECLARATION
 OF TRUST
                                       OF
                             UNISYS CAPITAL TRUST I
                                 March 26, 2002

            DECLARATION OF TRUST ("Declaration") dated and effective as of March
26, 2002 by the Trustees (as defined herein), the Sponsor (as defined herein),
and by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

            WHEREAS, the Trustees and the Sponsor desire to establish a trust
(the "Trust") pursuant to the Business Trust Act (as defined below) for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Debentures (as defined below) of the Debenture Issuer (as
defined below); and

            NOW, THEREFORE, it being the intention of the parties hereto that
the Trust constitute a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the exclusive benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                    ARTICLE I
                                   DEFINITIONS

            Section 1.1 Definitions.

            Unless the context otherwise requires:

                  (a)   Capitalized terms used in this Declaration but not
                        defined in the preamble above have the respective
                        meanings assigned to them in this Section 1.1;

                  (b)   a term defined anywhere in this Declaration has the same
                        meaning throughout;

                  (c)   all references to "the Declaration" or "this
                        Declaration" are to this Declaration of Trust as
                        modified, supplemented or amended from time to time;

                  (d)   all references in this Declaration to Articles and
                        Sections are to Articles and Sections of this
                        Declaration unless otherwise specified; and

                  (e)   a reference to the singular includes the plural and vice
                        versa.

<PAGE>
            "Affiliate" has the same meaning as given to that term in Rule 405
of the Securities Act or any successor rule thereunder.

            "Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.

            "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

            "Commission" means the Securities and Exchange Commission.

            "Common Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

            "Common Security Holder" means the holder of the Common Securities
of the Trust.

            "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any employee or agent of the Trust or its Affiliates.

            "Covered Person" means (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any holder of Securities.

            "Debenture Issuer" means the Parent in its capacity as the issuer of
the Debentures under the Indenture.

            "Debentures" means the series of Debentures to be issued by the
Debenture Issuer and acquired by the Trust.

            "Debenture Trustee" means the trustee under the Indenture.

            "Delaware Trustee" has the meaning set forth in Section 3.1.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time or any successor legislation.

            "Fiduciary Indemnified Person" has the meaning set forth in Section
4.3(b).

            "Indemnified Person" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

            "Indenture" means the indenture to be entered into between the
Parent and the Debenture Trustee and any indenture supplemental thereto pursuant
to which the Debentures are to be issued.


                                       2

<PAGE>
            "Parent" means Unisys Corporation, a Delaware corporation or any
successor entity in a merger.

            "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association,
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

            "Preferred Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as maybe set out
in any amendment to this Declaration.

            "Preferred Security Holder" means a holder of Preferred Securities
of the Trust.

            "Regular Trustee" means any Trustee other than the Delaware Trustee
and the Institutional Trustee (as hereinafter defined).

            "Securities" means the Common Securities and the Preferred
Securities.

            "Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

            "Sponsor" means the Parent in its capacity as sponsor of the Trust.

            "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

                                   ARTICLE II
                                  ORGANIZATION

            Section 2.1 Name.

            The Trust formed by this Declaration is named "Unisys Capital Trust
I." The Trust's activities may be conducted under the name of the Trust or any
other name deemed advisable by the Regular Trustees.

            Section 2.2 Office.

            The address of the principal office of the Trust is 15 Atlantic
Avenue, Ocean View, Delaware 19970. At any time, the Regular Trustees may
designate another principal office.


                                       3

<PAGE>
            Section 2.3 Purpose.

            The exclusive purposes and functions of the Trust are (a) to issue
and sell Securities and use the proceeds from such sale to acquire the
Debentures, and (b) except as otherwise limited herein, to engage in only those
other activities necessary or incidental thereto. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of
its assets, or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor trust.

            Section 2.4 Authority.

            Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.

            Section 2.5 Title to Property of the Trust.

            Legal title to all assets of the Trust shall be vested in the Trust.

            Section 2.6 Powers of the Trustees.

            The Regular Trustees shall have the exclusive power and authority to
cause the Trust to engage in the following activities:

                  (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, provided further, that there shall be no
interests in the Trust other than the Securities and the issuance of the
Securities shall be limited to a one-time, simultaneous issuance of both
Preferred Securities and Common Securities;

                  (b) in connection with the issue and sale of the Preferred
Securities, at the direction of the Sponsor, to:

                        (i) execute and file with the Commission a registration
                  statement on Form S-3 prepared by the Sponsor, including any
                  amendments thereto in relation to the Preferred Securities;

                        (ii) execute and file any documents prepared by the
                  Sponsor, or take any acts as determined by the Sponsor to be
                  necessary in order to qualify or register all or part of the
                  Preferred Securities in any State in which the Sponsor has
                  determined to qualify or register such Preferred Securities
                  for sale;


                                       4

<PAGE>
                        (iii) execute and file an application, prepared by the
                  Sponsor, to the New York Stock Exchange or any other national
                  stock exchange or the Nasdaq Stock Market's National Market
                  for listing upon notice of issuance of any Preferred
                  Securities;

                        (iv) execute and file with the Commission a registration
                  statement on Form 8-A, including any amendments thereto,
                  prepared by the Sponsor relating to the registration of the
                  Preferred Securities under Section 12(b) of the Exchange Act;
                  and

                        (v) execute and enter into an underwriting agreement and
                  pricing agreement providing for the sale of the Preferred
                  Securities;

                  (c) to employ or otherwise engage employees and agents (who
may be designated as officers with titles) and managers, contractors, advisors,
and consultants and provide for reasonable compensation for such services;

                  (d) to incur expenses which are necessary or incidental to
carry out any of the purposes of this Declaration; and

                  (e) to execute all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing.

            Section 2.7 Filing of Certificate of Trust.

            On or after the date of execution of this Declaration, the Trustees
shall cause the filing of the Certificate of Trust for the Trust in the form
attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

            Section 2.8 Duration of Trust.

            The Trust, absent termination pursuant to the provisions of Section
5.2, shall have existence for fifty-five (55) years from the date hereof.

            Section 2.9 Responsibilities of the Sponsor.

            In connection with the issue and sale of the Preferred Securities,
the Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                  (a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the Preferred Securities,
including any amendments thereto;

                  (b) to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and to do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for execution
and filing any documents to be executed and filed by the Trust, as the


                                       5

<PAGE>
Sponsor deems necessary or advisable in order to comply with the applicable laws
of any such States;

                  (c) to prepare for filing by the Trust an application to the
New York Stock Exchange or any other national stock exchange or the Nasdaq
National Market for listing upon notice of issuance of any Preferred Securities;

                  (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the class of
Preferred Securities under Section 12(b) of the Exchange Act, including any
amendments thereto; and

                  (e) to negotiate the terms of an underwriting agreement and
pricing agreement providing for the sale of the Preferred Securities.

            Section 2.10 Declaration Binding on Securities Holders.

            Every Person by virtue of having become a holder of a Security or
any interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                   ARTICLE III
                                    TRUSTEES

            Section 3.1 Trustees.

            The number of Trustees initially shall be four (4), and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Sponsor. The Sponsor is entitled to
appoint or remove without cause any Trustee at any time; provided, however, that
the number of Trustees shall in no event be fewer than two (2); provided further
that one Trustee, in the case of a natural person, shall be a person who is a
resident of the State of Delaware or that, if not a natural person, is an entity
which has its principal place of business in the State of Delaware (the
"Delaware Trustee"); provided further that there shall be at least one trustee
who is an employee or officer of, or is affiliated with the Parent (a "Regular
Trustee").

            Section 3.2 Regular Trustees.

            The initial Regular Trustees shall be:

                         Robert S. Manturuk
                         Nancy L. Miller
                         Peter S. Noll

                  (a) Except as expressly set forth in this Declaration, any
power of the Regular Trustees may be exercised by, or with the consent of, any
one such Regular Trustee;

                  (b) Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Business Trust Act, any Regular Trustee is
authorized to execute on


                                       6

<PAGE>
behalf of the Trust any documents which the Regular Trustees have the power and
authority to cause the Trust to execute pursuant to Section 2.6 provided, that,
the registration statement referred to in Section 2.6(b)(i), including any
amendments thereto, shall be signed by a majority of the Regular Trustees; and

                  (c) a Regular Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purposes of signing any documents which the Regular
Trustees have power and authority to cause the Trust to execute pursuant to
Section 2.6.

            Section 3.3 Delaware Trustee.

            The initial Delaware Trustee shall be:

            HSBC Bank & Trust Company (Delaware), National Association

            Notwithstanding any other provision of this Declaration, the
Delaware Trustee shall not be entitled to exercise any of the powers, nor shall
the Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Business Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee.

            Section 3.4 Property Trustee.

            Prior to the issuance of the Preferred Securities and Common
Securities, the Sponsor shall appoint another trustee (the "Institutional
Trustee") meeting the requirements of an eligible trustee of the Trust Indenture
Act of 1939, as amended, by the execution of an amendment to this Declaration
executed by the Regular Trustees, the Sponsor, the Institutional Trustee and the
Delaware Trustee.

            Section 3.5 Not Responsible for Recitals or Sufficiency of
Declaration.

            The recitals contained in this Declaration shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration.


                                       7

<PAGE>
                                   ARTICLE IV
                      LIMITATION OF LIABILITY OF HOLDERS OF
                         SECURITIES, TRUSTEES OR OTHERS

            Section 4.1 Exculpation.

                  (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or bylaw,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence or
willful misconduct with respect to such acts or omissions; and

                  (b) an Indemnified Person shall be fully protected in relying
in good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which distributions to holders of Securities might properly be paid.

            Section 4.2 Fiduciary Duty.

                  (a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity, are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person;

                  (b) unless otherwise expressly provided herein:

                        (i) whenever a conflict of interest exists or arises
                  between Covered Persons; or

                        (ii) whenever this Declaration or any other agreement
                  contemplated herein or therein provides that an Indemnified
                  Person shall act in a manner that is, or provides terms that
                  are, fair and reasonable to the Trust or any holder of
                  Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such


                                       8

<PAGE>
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise; and

                  (c) whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                        (i) in its "discretion" or under a grant of similar
                  authority, the Indemnified Person shall be entitled to
                  consider such interests and factors as it desires, including
                  its own interests, and shall have no duty or obligation to
                  give any consideration to any interest of or factors affecting
                  the Trust or any other Person; or

                        (ii) in its "good faith" or under another express
                  standard, the Indemnified Person shall act under such express
                  standard and shall not be subject to any other or different
                  standard imposed by this Declaration or by applicable law.

            Section 4.3 Indemnification.

                  (a) (i) The Debenture Issuer shall indemnify, to the full
                  extent permitted by law, any Company Indemnified Person who
                  was or is a party or is threatened to be made a party to any
                  threatened, pending or completed action, suit or proceeding,
                  whether civil, criminal, administrative or investigative
                  (other than an action by or in the right of the Trust) by
                  reason of the fact that he is or was a Company Indemnified
                  Person against expenses (including attorneys' fees),
                  judgments, fines and amounts paid in settlement actually and
                  reasonably incurred by him in connection with such action,
                  suit or proceeding if he acted in good faith and in a manner
                  he reasonably believed to be in or not opposed to the best
                  interests of the Trust, and, with respect to any criminal
                  action or proceeding, had no reasonable cause to believe his
                  conduct was unlawful. The termination of any action, suit or
                  proceeding by judgment, order, settlement, conviction, or upon
                  a plea of nolo contendere or its equivalent, shall not, of
                  itself, create a presumption that the Company Indemnified
                  Person did not act in good faith and in a manner which he
                  reasonably believed to be in or not opposed to the best
                  interests of the Trust, and, with respect to any criminal
                  action or proceeding, had reasonable cause to believe that his
                  conduct was unlawful

                        (ii) The Debenture Issuer shall indemnify, to the full
                  extent permitted by law, any Company Indemnified Person who
                  was or is a party or is threatened to be made a party to any
                  threatened, pending or completed action or suit by or in the
                  right of the Trust to procure a judgment in its favor by
                  reason of the fact that he is or was a Company


                                       9

<PAGE>
                  Indemnified Person against expenses (including attorneys'
                  fees) actually and reasonably incurred by him in connection
                  with the defense or settlement of such action or suit if he
                  acted in good faith and in a manner he reasonably believed to
                  be in or not opposed to the best interests of the Trust and
                  except that no such indemnification shall be made in respect
                  of any claim, issue or matter as to which such Company
                  Indemnified Person shall have been adjudged to be liable to
                  the Trust unless and only to the extent that the Court of
                  Chancery of Delaware or the court in which such action or suit
                  was brought shall determine upon application that, despite the
                  adjudication of liability but in view of all the circumstances
                  of the case, such person is fairly and reasonably entitled to
                  indemnity for such expenses which such Court of Chancery or
                  such other court shall deem proper.

                        (iii) To the extent that a Company Indemnified Person
                  shall be successful on the merits or otherwise (including
                  dismissal of an action without prejudice or the settlement of
                  an action without admission of liability) in defense of any
                  action, suit or proceeding referred to in paragraphs (i) and
                  (ii) of this Section 4.3(a), or in defense of any claim, issue
                  or matter therein, he shall be indemnified, to the full extent
                  permitted by law, against expenses (including attorneys' fees)
                  actually and reasonably incurred by him in connection
                  therewith.

                        (iv) Any indemnification under paragraphs (i) and (ii)
                  of this Section 4.3(a) (unless ordered by a court) shall be
                  made by the Debenture Issuer only as authorized in the
                  specific case upon a determination that indemnification of the
                  Company Indemnified Person is proper in the circumstances
                  because he has met the applicable standard of conduct set
                  forth in paragraphs (i) and (ii). Such determination shall be
                  made (1) by the Regular Trustees by a majority vote of a
                  quorum consisting of such Regular Trustees who were not
                  parties to such action, suit or proceeding, (2) if such a
                  quorum is not obtainable, or, even if obtainable, if a quorum
                  of disinterested Regular Trustees so directs, by independent
                  legal counsel in a written opinion, or (3) by the Common
                  Security Holder of the Trust.

                        (v) Expenses (including attorneys' fees) incurred by a
                  Company Indemnified Person in defending a civil, criminal,
                  administrative or investigative action, suit or proceeding
                  referred to in paragraphs (i) and (ii) of this Section 4.3(a)
                  shall be paid by the Debenture Issuer in advance of the final
                  disposition of such action, suit or proceeding upon receipt of
                  an undertaking by or on behalf of such Company Indemnified
                  Person to repay such amount if it shall ultimately be
                  determined that he is not entitled to be indemnified by the
                  Debenture Issuer as authorized in this Section 4.3(a).
                  Notwithstanding the foregoing, no advance shall be made by the
                  Debenture Issuer if a determination is reasonably and promptly
                  made (i) by the Regular Trustees by a majority vote of a
                  quorum of disinterested Regular Trustees, (ii) if such a
                  quorum is


                                       10

<PAGE>
                  not obtainable, or, even if obtainable, if a quorum of
                  disinterested Regular Trustees so directs, by independent
                  legal counsel in a written opinion or (iii) the Common
                  Security Holder of the Trust, that, based upon the facts known
                  to the Regular Trustees, counsel or the Common Security Holder
                  at the time such determination is made, such Company
                  Indemnified Person acted in bad faith or in a manner that such
                  person did not believe to be in or not opposed to the best
                  interests of the Trust, or, with respect to any criminal
                  proceeding, that such Company Indemnified Person believed or
                  had reasonable cause to believe his conduct was unlawful. In
                  no event shall any advance be made in instances where the
                  Regular Trustees, independent legal counsel or Common Security
                  Holder reasonably determine that such person deliberately
                  breached his duty to the Trust or its Common or Preferred
                  Security Holders.

                        (vi) The indemnification and advancement of expenses
                  provided by, or granted pursuant to, the other paragraphs of
                  this Section 4.3(a) shall not be deemed exclusive of any other
                  rights to which those seeking indemnification and advancement
                  of expenses may be entitled under any agreement, vote of
                  stockholders or disinterested directors of the Debenture
                  Issuer or Preferred Security Holders of the Trust or
                  otherwise, both as to action in his official capacity and as
                  to action in another capacity while holding such office. All
                  rights to indemnification under this Section 4.3(a) shall be
                  deemed to be provided by a contract between the Debenture
                  Issuer and each Company Indemnified Person who serves in such
                  capacity at any time while this Section 4.3(a) is in effect.
                  Any repeal or modification of this Section 4.3(a) shall not
                  affect any rights or obligations then existing.

                        (vii) The Debenture Issuer or the Trust may purchase and
                  maintain insurance on behalf of any person who is or was a
                  Company Indemnified Person against any liability asserted
                  against him and incurred by him in any such capacity, or
                  arising out of his status as such, whether or not the
                  Debenture Issuer would have the power to indemnify him against
                  such liability under the provisions of this Section 4.3(a).

                        (viii) For purposes of this Section 4.3(a), references
                  to "the Trust" shall include, in addition to the resulting or
                  surviving entity, any constituent entity (including any
                  constituent of a constituent) absorbed in a consolidation or
                  merger, so that any person who is or was a director, trustee,
                  officer or employee of such constituent entity, or is or was
                  serving at the request of such constituent entity as a
                  director, trustee, officer, employee or agent of another
                  entity, shall stand in the same position under the provisions
                  of this Section 4.3(a) with respect to the resulting or
                  surviving entity as he would have with respect to such
                  constituent entity if its separate existence had continued.


                                       11

<PAGE>
                        (ix) The indemnification and advancement of expenses
                  provided by, or granted pursuant to, this Section 4.3(a)
                  shall, unless otherwise provided when authorized or ratified,
                  continue as to a person who has ceased to be a Company
                  Indemnified Person and shall inure to the benefit of the
                  heirs, executors and administrators of such a person.

                  (b) The Debenture Issuer agrees to indemnify (i) the Delaware
Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii) any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Delaware Trustee (each of the Persons in
(i) through (iii) being referred to as a "Fiduciary Indemnified Person") for,
and to hold each Fiduciary Indemnified Person harmless against, any loss,
liability or expense incurred without gross negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 4.3(b) shall survive the termination of
this Declaration.

            Section 4.4 Outside Businesses.

            Any Covered Person, the Sponsor and the Delaware Trustee may engage
in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the holders of Securities shall have no rights
by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor or the Delaware Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor and the
Delaware Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person and the Delaware Trustee may
engage or be interested in any financial or other transaction with the Sponsor
or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent
for or may act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

                                    ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

            Section 5.1 Amendments.

            At any time before the issue of any Securities, this Declaration may
be amended by, and only by, a written instrument executed by all of the Regular
Trustees and the Sponsor.

            Section 5.2 Termination of Trust.

                  (a) The Trust shall terminate and be of no further force or
effect:


                                       12

<PAGE>
                        (i) upon the bankruptcy of the Sponsor;

                        (ii) upon the filing of a certificate of dissolution or
            its equivalent with respect to the Sponsor or the revocation of the
            Sponsor's charter or of the Trust's certificate of trust;

                        (iii) upon the entry of a decree of judicial dissolution
            of the Sponsor, or the Trust; and

                        (iv) before the issue of any Securities, with the
            consent of all of the Regular Trustees and the Sponsor.

                  (b) As soon as is practicable after the occurrence of an event
referred to in Section 5.2(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

            Section 5.3 Governing Law.

            This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

            Section 5.4 Headings.

            Headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration or
any provision hereof.

            Section 5.5 Successors and Assigns.

            Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

            Section 5.6 Partial Enforceability.

            If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

            Section 5.7 Counterparts.

            This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.


                                       13

<PAGE>
            IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                       _________________________________________
                                       Name:  Robert S. Manturuk
                                       Title: Trustee


                                       _________________________________________
                                       Name:  Nancy L. Miller
                                       Title: Trustee


                                       _________________________________________
                                       Name:  Peter S. Noll
                                       Title: Trustee


                                       HSBC Bank & Trust Company (Delaware),
                                       National Association, as Delaware Trustee


                                       By: _____________________________________
                                           Name:  J. Anton Bodor
                                           Title: Authorized Signatory


                                       14

<PAGE>
                                       UNISYS CORPORATION, as Sponsor


                                       By: _____________________________________
                                           Name:  Nancy Straus Sundheim
                                           Title: Senior Vice President, General
                                                  Counsel and Secretary


                                       15


<PAGE>

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






                              DECLARATION OF TRUST



                             UNISYS CAPITAL TRUST II



                           Dated as of March 26, 2002






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

<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                      <C>
ARTICLE I DEFINITIONS..................................................................   1

   Section 1.1    Definitions..........................................................   1

ARTICLE II ORGANIZATION................................................................   3

   Section 2.1    Name.................................................................   3
   Section 2.2    Office...............................................................   3
   Section 2.3    Purpose..............................................................   4
   Section 2.4    Authority............................................................   4
   Section 2.5    Title to Property of the Trust.......................................   4
   Section 2.6    Powers of the Trustees...............................................   4
   Section 2.7    Filing of Certificate of Trust.......................................   5
   Section 2.8    Duration of Trust....................................................   5
   Section 2.9    Responsibilities of the Sponsor......................................   5
   Section 2.10   Declaration Binding on Securities Holders............................   6

ARTICLE III TRUSTEES...................................................................   6

   Section 3.1    Trustees.............................................................   6
   Section 3.2    Regular Trustees.....................................................   6
   Section 3.3    Delaware Trustee.....................................................   7
   Section 3.4    Property Trustee.....................................................   7
   Section 3.5    Not Responsible for Recitals or Sufficiency of Declaration...........   7

ARTICLE IV LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS........   8

   Section 4.1    Exculpation..........................................................   8
   Section 4.2    Fiduciary Duty.......................................................   8
   Section 4.3    Indemnification......................................................   9
   Section 4.4    Outside Businesses...................................................  12

ARTICLE V AMENDMENTS, TERMINATION, MISCELLANEOUS.......................................  12

   Section 5.1    Amendments...........................................................  12
   Section 5.2    Termination of Trust.................................................  12
   Section 5.3    Governing Law........................................................  13
   Section 5.4    Headings.............................................................  13
   Section 5.5    Successors and Assigns...............................................  13
   Section 5.6    Partial Enforceability...............................................  13
   Section 5.7    Counterparts.........................................................  13
</TABLE>


<PAGE>
                              DECLARATION
 OF TRUST
                                       OF
                             UNISYS CAPITAL TRUST II
                                 March 26, 2002

            DECLARATION OF TRUST ("Declaration") dated and effective as of March
26, 2002 by the Trustees (as defined herein), the Sponsor (as defined herein),
and by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

            WHEREAS, the Trustees and the Sponsor desire to establish a trust
(the "Trust") pursuant to the Business Trust Act (as defined below) for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Debentures (as defined below) of the Debenture Issuer (as
defined below); and

            NOW, THEREFORE, it being the intention of the parties hereto that
the Trust constitute a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the exclusive benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                    ARTICLE I
                                   DEFINITIONS

            Section 1.1 Definitions.

            Unless the context otherwise requires:

                  (a)   Capitalized terms used in this Declaration but not
                        defined in the preamble above have the respective
                        meanings assigned to them in this Section 1.1;

                  (b)   a term defined anywhere in this Declaration has the same
                        meaning throughout;

                  (c)   all references to "the Declaration" or "this
                        Declaration" are to this Declaration of Trust as
                        modified, supplemented or amended from time to time;

                  (d)   all references in this Declaration to Articles and
                        Sections are to Articles and Sections of this
                        Declaration unless otherwise specified; and

                  (e)   a reference to the singular includes the plural and vice
                        versa.

<PAGE>
            "Affiliate" has the same meaning as given to that term in Rule 405
of the Securities Act or any successor rule thereunder.

            "Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.

            "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C.Section 3801 et seq., as it may be amended from time to time, or
any successor legislation.

            "Commission" means the Securities and Exchange Commission.

            "Common Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

            "Common Security Holder" means the holder of the Common Securities
of the Trust.

            "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any employee or agent of the Trust or its Affiliates.

            "Covered Person" means (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any holder of Securities.

            "Debenture Issuer" means the Parent in its capacity as the issuer of
the Debentures under the Indenture.

            "Debentures" means the series of Debentures to be issued by the
Debenture Issuer and acquired by the Trust.

            "Debenture Trustee" means the trustee under the Indenture.

            "Delaware Trustee" has the meaning set forth in Section 3.1.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time or any successor legislation.

            "Fiduciary Indemnified Person" has the meaning set forth in Section
4.3(b).

            "Indemnified Person" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

            "Indenture" means the indenture to be entered into between the
Parent and the Debenture Trustee and any indenture supplemental thereto pursuant
to which the Debentures are to be issued.


                                       2

<PAGE>
            "Parent" means Unisys Corporation, a Delaware corporation or any
successor entity in a merger.

            "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association,
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

            "Preferred Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as maybe set out
in any amendment to this Declaration.

            "Preferred Security Holder" means a holder of Preferred Securities
of the Trust.

            "Regular Trustee" means any Trustee other than the Delaware Trustee
and the Institutional Trustee (as hereinafter defined).

            "Securities" means the Common Securities and the Preferred
Securities.

            "Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

            "Sponsor" means the Parent in its capacity as sponsor of the Trust.

            "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

                                   ARTICLE II
                                  ORGANIZATION

            Section 2.1 Name.

            The Trust formed by this Declaration is named "Unisys Capital Trust
II." The Trust's activities may be conducted under the name of the Trust or any
other name deemed advisable by the Regular Trustees.

            Section 2.2 Office.

            The address of the principal office of the Trust is 15 Atlantic
Avenue, Ocean View, Delaware 19970. At any time, the Regular Trustees may
designate another principal office.


                                       3

<PAGE>
            Section 2.3 Purpose.

            The exclusive purposes and functions of the Trust are (a) to issue
and sell Securities and use the proceeds from such sale to acquire the
Debentures, and (b) except as otherwise limited herein, to engage in only those
other activities necessary or incidental thereto. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of
its assets, or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor trust.

            Section 2.4 Authority.

            Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.

            Section 2.5 Title to Property of the Trust.

            Legal title to all assets of the Trust shall be vested in the Trust.

            Section 2.6 Powers of the Trustees.

            The Regular Trustees shall have the exclusive power and authority to
cause the Trust to engage in the following activities:

                  (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, provided further, that there shall be no
interests in the Trust other than the Securities and the issuance of the
Securities shall be limited to a one-time, simultaneous issuance of both
Preferred Securities and Common Securities;

                  (b) in connection with the issue and sale of the Preferred
Securities, at the direction of the Sponsor, to:

                        (i) execute and file with the Commission a registration
                  statement on Form S-3 prepared by the Sponsor, including any
                  amendments thereto in relation to the Preferred Securities;

                        (ii) execute and file any documents prepared by the
                  Sponsor, or take any acts as determined by the Sponsor to be
                  necessary in order to qualify or register all or part of the
                  Preferred Securities in any State in which the Sponsor has
                  determined to qualify or register such Preferred Securities
                  for sale;


                                       4

<PAGE>
                        (iii) execute and file an application, prepared by the
                  Sponsor, to the New York Stock Exchange or any other national
                  stock exchange or the Nasdaq Stock Market's National Market
                  for listing upon notice of issuance of any Preferred
                  Securities;

                        (iv) execute and file with the Commission a registration
                  statement on Form 8-A, including any amendments thereto,
                  prepared by the Sponsor relating to the registration of the
                  Preferred Securities under Section 12(b) of the Exchange Act;
                  and

                        (v) execute and enter into an underwriting agreement and
                  pricing agreement providing for the sale of the Preferred
                  Securities;

                  (c) to employ or otherwise engage employees and agents (who
may be designated as officers with titles) and managers, contractors, advisors,
and consultants and provide for reasonable compensation for such services;

                  (d) to incur expenses which are necessary or incidental to
carry out any of the purposes of this Declaration; and

                  (e) to execute all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing.

            Section 2.7 Filing of Certificate of Trust.

            On or after the date of execution of this Declaration, the Trustees
shall cause the filing of the Certificate of Trust for the Trust in the form
attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

            Section 2.8 Duration of Trust.

            The Trust, absent termination pursuant to the provisions of Section
5.2, shall have existence for fifty-five (55) years from the date hereof.

            Section 2.9 Responsibilities of the Sponsor.

            In connection with the issue and sale of the Preferred Securities,
the Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                  (a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the Preferred Securities,
including any amendments thereto;

                  (b) to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and to do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for execution
and filing any documents to be executed and filed by the Trust, as the


                                       5

<PAGE>
Sponsor deems necessary or advisable in order to comply with the applicable laws
of any such States;

                  (c) to prepare for filing by the Trust an application to the
New York Stock Exchange or any other national stock exchange or the Nasdaq
National Market for listing upon notice of issuance of any Preferred Securities;

                  (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the class of
Preferred Securities under Section 12(b) of the Exchange Act, including any
amendments thereto; and

                  (e) to negotiate the terms of an underwriting agreement and
pricing agreement providing for the sale of the Preferred Securities.

            Section 2.10 Declaration Binding on Securities Holders.

            Every Person by virtue of having become a holder of a Security or
any interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                  ARTICLE III
                                    TRUSTEES

            Section 3.1 Trustees.

            The number of Trustees initially shall be four (4), and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Sponsor. The Sponsor is entitled to
appoint or remove without cause any Trustee at any time; provided, however, that
the number of Trustees shall in no event be fewer than two (2); provided further
that one Trustee, in the case of a natural person, shall be a person who is a
resident of the State of Delaware or that, if not a natural person, is an entity
which has its principal place of business in the State of Delaware (the
"Delaware Trustee"); provided further that there shall be at least one trustee
who is an employee or officer of, or is affiliated with the Parent (a "Regular
Trustee").

            Section 3.2 Regular Trustees.

            The initial Regular Trustees shall be:

                              Robert S. Manturuk
                              Nancy L. Miller
                              Peter S. Noll

                  (a) Except as expressly set forth in this Declaration, any
power of the Regular Trustees may be exercised by, or with the consent of, any
one such Regular Trustee;

                  (b) Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Business Trust Act, any Regular Trustee is
authorized to execute on


                                       6

<PAGE>
behalf of the Trust any documents which the Regular Trustees have the power and
authority to cause the Trust to execute pursuant to Section 2.6 provided, that,
the registration statement referred to in Section 2.6(b)(i), including any
amendments thereto, shall be signed by a majority of the Regular Trustees; and

                  (c) a Regular Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purposes of signing any documents which the Regular
Trustees have power and authority to cause the Trust to execute pursuant to
Section 2.6.

            Section 3.3 Delaware Trustee.

            The initial Delaware Trustee shall be:

            HSBC Bank & Trust Company (Delaware), National Association

            Notwithstanding any other provision of this Declaration, the
Delaware Trustee shall not be entitled to exercise any of the powers, nor shall
the Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Business Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee.

            Section 3.4 Property Trustee.

            Prior to the issuance of the Preferred Securities and Common
Securities, the Sponsor shall appoint another trustee (the "Institutional
Trustee") meeting the requirements of an eligible trustee of the Trust Indenture
Act of 1939, as amended, by the execution of an amendment to this Declaration
executed by the Regular Trustees, the Sponsor, the Institutional Trustee and the
Delaware Trustee.

            Section 3.5 Not Responsible for Recitals or Sufficiency of
Declaration.

            The recitals contained in this Declaration shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration.


                                       7

<PAGE>
                                   ARTICLE IV
                      LIMITATION OF LIABILITY OF HOLDERS OF
                         SECURITIES, TRUSTEES OR OTHERS

            Section 4.1 Exculpation.

                  (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or bylaw,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence or
willful misconduct with respect to such acts or omissions; and

                  (b) an Indemnified Person shall be fully protected in relying
in good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which distributions to holders of Securities might properly be paid.

            Section 4.2 Fiduciary Duty.

                  (a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity, are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person;

                  (b) unless otherwise expressly provided herein:

                        (i) whenever a conflict of interest exists or arises
                  between Covered Persons; or

                        (ii) whenever this Declaration or any other agreement
                  contemplated herein or therein provides that an Indemnified
                  Person shall act in a manner that is, or provides terms that
                  are, fair and reasonable to the Trust or any holder of
                  Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such


                                       8

<PAGE>
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise; and

                  (c) whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                        (i) in its "discretion" or under a grant of similar
                  authority, the Indemnified Person shall be entitled to
                  consider such interests and factors as it desires, including
                  its own interests, and shall have no duty or obligation to
                  give any consideration to any interest of or factors affecting
                  the Trust or any other Person; or

                        (ii) in its "good faith" or under another express
                  standard, the Indemnified Person shall act under such express
                  standard and shall not be subject to any other or different
                  standard imposed by this Declaration or by applicable law.

            Section 4.3 Indemnification.

                  (a) (i) The Debenture Issuer shall indemnify, to the full
                  extent permitted by law, any Company Indemnified Person who
                  was or is a party or is threatened to be made a party to any
                  threatened, pending or completed action, suit or proceeding,
                  whether civil, criminal, administrative or investigative
                  (other than an action by or in the right of the Trust) by
                  reason of the fact that he is or was a Company Indemnified
                  Person against expenses (including attorneys' fees),
                  judgments, fines and amounts paid in settlement actually and
                  reasonably incurred by him in connection with such action,
                  suit or proceeding if he acted in good faith and in a manner
                  he reasonably believed to be in or not opposed to the best
                  interests of the Trust, and, with respect to any criminal
                  action or proceeding, had no reasonable cause to believe his
                  conduct was unlawful. The termination of any action, suit or
                  proceeding by judgment, order, settlement, conviction, or upon
                  a plea of nolo contendere or its equivalent, shall not, of
                  itself, create a presumption that the Company Indemnified
                  Person did not act in good faith and in a manner which he
                  reasonably believed to be in or not opposed to the best
                  interests of the Trust, and, with respect to any criminal
                  action or proceeding, had reasonable cause to believe that his
                  conduct was unlawful

                        (ii) The Debenture Issuer shall indemnify, to the full
                  extent permitted by law, any Company Indemnified Person who
                  was or is a party or is threatened to be made a party to any
                  threatened, pending or completed action or suit by or in the
                  right of the Trust to procure a judgment in its favor by
                  reason of the fact that he is or was a Company


                                       9

<PAGE>
                  Indemnified Person against expenses (including attorneys'
                  fees) actually and reasonably incurred by him in connection
                  with the defense or settlement of such action or suit if he
                  acted in good faith and in a manner he reasonably believed to
                  be in or not opposed to the best interests of the Trust and
                  except that no such indemnification shall be made in respect
                  of any claim, issue or matter as to which such Company
                  Indemnified Person shall have been adjudged to be liable to
                  the Trust unless and only to the extent that the Court of
                  Chancery of Delaware or the court in which such action or suit
                  was brought shall determine upon application that, despite the
                  adjudication of liability but in view of all the circumstances
                  of the case, such person is fairly and reasonably entitled to
                  indemnity for such expenses which such Court of Chancery or
                  such other court shall deem proper.

                        (iii) To the extent that a Company Indemnified Person
                  shall be successful on the merits or otherwise (including
                  dismissal of an action without prejudice or the settlement of
                  an action without admission of liability) in defense of any
                  action, suit or proceeding referred to in paragraphs (i) and
                  (ii) of this Section 4.3(a), or in defense of any claim, issue
                  or matter therein, he shall be indemnified, to the full extent
                  permitted by law, against expenses (including attorneys' fees)
                  actually and reasonably incurred by him in connection
                  therewith.

                        (iv) Any indemnification under paragraphs (i) and (ii)
                  of this Section 4.3(a) (unless ordered by a court) shall be
                  made by the Debenture Issuer only as authorized in the
                  specific case upon a determination that indemnification of the
                  Company Indemnified Person is proper in the circumstances
                  because he has met the applicable standard of conduct set
                  forth in paragraphs (i) and (ii). Such determination shall be
                  made (1) by the Regular Trustees by a majority vote of a
                  quorum consisting of such Regular Trustees who were not
                  parties to such action, suit or proceeding, (2) if such a
                  quorum is not obtainable, or, even if obtainable, if a quorum
                  of disinterested Regular Trustees so directs, by independent
                  legal counsel in a written opinion, or (3) by the Common
                  Security Holder of the Trust.

                        (v) Expenses (including attorneys' fees) incurred by a
                  Company Indemnified Person in defending a civil, criminal,
                  administrative or investigative action, suit or proceeding
                  referred to in paragraphs (i) and (ii) of this Section 4.3(a)
                  shall be paid by the Debenture Issuer in advance of the final
                  disposition of such action, suit or proceeding upon receipt of
                  an undertaking by or on behalf of such Company Indemnified
                  Person to repay such amount if it shall ultimately be
                  determined that he is not entitled to be indemnified by the
                  Debenture Issuer as authorized in this Section 4.3(a).
                  Notwithstanding the foregoing, no advance shall be made by the
                  Debenture Issuer if a determination is reasonably and promptly
                  made (i) by the Regular Trustees by a majority vote of a
                  quorum of disinterested Regular Trustees, (ii) if such a
                  quorum is


                                       10

<PAGE>
                  not obtainable, or, even if obtainable, if a quorum of
                  disinterested Regular Trustees so directs, by independent
                  legal counsel in a written opinion or (iii) the Common
                  Security Holder of the Trust, that, based upon the facts known
                  to the Regular Trustees, counsel or the Common Security Holder
                  at the time such determination is made, such Company
                  Indemnified Person acted in bad faith or in a manner that such
                  person did not believe to be in or not opposed to the best
                  interests of the Trust, or, with respect to any criminal
                  proceeding, that such Company Indemnified Person believed or
                  had reasonable cause to believe his conduct was unlawful. In
                  no event shall any advance be made in instances where the
                  Regular Trustees, independent legal counsel or Common Security
                  Holder reasonably determine that such person deliberately
                  breached his duty to the Trust or its Common or Preferred
                  Security Holders.

                        (vi) The indemnification and advancement of expenses
                  provided by, or granted pursuant to, the other paragraphs of
                  this Section 4.3(a) shall not be deemed exclusive of any other
                  rights to which those seeking indemnification and advancement
                  of expenses may be entitled under any agreement, vote of
                  stockholders or disinterested directors of the Debenture
                  Issuer or Preferred Security Holders of the Trust or
                  otherwise, both as to action in his official capacity and as
                  to action in another capacity while holding such office. All
                  rights to indemnification under this Section 4.3(a) shall be
                  deemed to be provided by a contract between the Debenture
                  Issuer and each Company Indemnified Person who serves in such
                  capacity at any time while this Section 4.3(a) is in effect.
                  Any repeal or modification of this Section 4.3(a) shall not
                  affect any rights or obligations then existing.

                        (vii) The Debenture Issuer or the Trust may purchase and
                  maintain insurance on behalf of any person who is or was a
                  Company Indemnified Person against any liability asserted
                  against him and incurred by him in any such capacity, or
                  arising out of his status as such, whether or not the
                  Debenture Issuer would have the power to indemnify him against
                  such liability under the provisions of this Section 4.3(a).

                        (viii) For purposes of this Section 4.3(a), references
                  to "the Trust" shall include, in addition to the resulting or
                  surviving entity, any constituent entity (including any
                  constituent of a constituent) absorbed in a consolidation or
                  merger, so that any person who is or was a director, trustee,
                  officer or employee of such constituent entity, or is or was
                  serving at the request of such constituent entity as a
                  director, trustee, officer, employee or agent of another
                  entity, shall stand in the same position under the provisions
                  of this Section 4.3(a) with respect to the resulting or
                  surviving entity as he would have with respect to such
                  constituent entity if its separate existence had continued.


                                       11

<PAGE>
                        (ix) The indemnification and advancement of expenses
                  provided by, or granted pursuant to, this Section 4.3(a)
                  shall, unless otherwise provided when authorized or ratified,
                  continue as to a person who has ceased to be a Company
                  Indemnified Person and shall inure to the benefit of the
                  heirs, executors and administrators of such a person.

                  (b) The Debenture Issuer agrees to indemnify (i) the Delaware
Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii) any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Delaware Trustee (each of the Persons in
(i) through (iii) being referred to as a "Fiduciary Indemnified Person") for,
and to hold each Fiduciary Indemnified Person harmless against, any loss,
liability or expense incurred without gross negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 4.3(b) shall survive the termination of
this Declaration.

            Section 4.4 Outside Businesses.

            Any Covered Person, the Sponsor and the Delaware Trustee may engage
in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the holders of Securities shall have no rights
by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor or the Delaware Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor and the
Delaware Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person and the Delaware Trustee may
engage or be interested in any financial or other transaction with the Sponsor
or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent
for or may act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

                                   ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

            Section 5.1 Amendments.

            At any time before the issue of any Securities, this Declaration may
be amended by, and only by, a written instrument executed by all of the Regular
Trustees and the Sponsor.

            Section 5.2 Termination of Trust.

                  (a) The Trust shall terminate and be of no further force or
effect:


                                       12

<PAGE>
                        (i) upon the bankruptcy of the Sponsor;

                        (ii) upon the filing of a certificate of dissolution or
            its equivalent with respect to the Sponsor or the revocation of the
            Sponsor's charter or of the Trust's certificate of trust;

                        (iii) upon the entry of a decree of judicial dissolution
            of the Sponsor, or the Trust; and

                        (iv) before the issue of any Securities, with the
            consent of all of the Regular Trustees and the Sponsor.

                  (b) As soon as is practicable after the occurrence of an event
referred to in Section 5.2(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

            Section 5.3 Governing Law.

            This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

            Section 5.4 Headings.

            Headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration or
any provision hereof.

            Section 5.5 Successors and Assigns.

            Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

            Section 5.6 Partial Enforceability.

            If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

            Section 5.7 Counterparts.

            This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.


                                       13

<PAGE>
            IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                     _________________________________________
                                     Name:  Robert S. Manturuk
                                     Title: Trustee


                                     _________________________________________
                                     Name:  Nancy L. Miller
                                     Title: Trustee


                                     _________________________________________
                                     Name:  Peter S. Noll
                                     Title: Trustee

                                     HSBC Bank & Trust Company (Delaware),
                                     National Association, as Delaware Trustee


                                     By: _____________________________________
                                         Name:  J. Anton Bodor
                                         Title: Authorized Signatory


                                       14

<PAGE>
                                     UNISYS CORPORATION, as Sponsor


                                     By: _____________________________________
                                         Name:  Nancy Straus Sundheim
                                         Title: Senior Vice President, General
                                                Counsel and Secretary


                                       15


<PAGE>

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






                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                          UNISYS CAPITAL TRUST [I] [II]

                             Dated as of __________






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

<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                <C>
ARTICLE I INTERPRETATION AND DEFINITIONS.........................................................   1

   Section 1.1    Definitions....................................................................   1

ARTICLE II TRUST INDENTURE ACT...................................................................   7

   Section 2.1    Trust Indenture Act; Application...............................................   7
   Section 2.2    Lists of Holders of Securities.................................................   7
   Section 2.3    Reports by the Institutional Trustee...........................................   8
   Section 2.4    Periodic Reports to Institutional Trustee......................................   8
   Section 2.5    Evidence of Compliance with Conditions Precedent...............................   8
   Section 2.6    Events of Default; Waiver......................................................   8
   Section 2.7    Event of Default; Notice.......................................................  10

ARTICLE III ORGANIZATION.........................................................................  11

   Section 3.1    Name...........................................................................  11
   Section 3.2    Office.........................................................................  11
   Section 3.3    Purpose........................................................................  11
   Section 3.4    Authority......................................................................  11
   Section 3.5    Title to Property of the Trust.................................................  11
   Section 3.6    Powers and Duties of the Regular Trustees......................................  11
   Section 3.7    Prohibition of Actions by the Trust and the Trustees...........................  14
   Section 3.8    Powers and Duties of the Institutional Trustee.................................  15
   Section 3.9    Certain Duties and Responsibilities of the Institutional Trustee...............  17
   Section 3.10   Certain Rights of Institutional Trustee........................................  19
   Section 3.11   Delaware Trustee...............................................................  22
   Section 3.12   Execution of Documents.........................................................  22
   Section 3.13   Not Responsible for Recitals or Issuance of Securities.........................  22
   Section 3.14   Duration of Trust..............................................................  22

   Section 3.15   Mergers........................................................................  22

ARTICLE IV SPONSOR...............................................................................  24

   Section 4.1    Sponsor's Purchase of Common Securities........................................  24
   Section 4.2    Responsibilities of the Sponsor................................................  24

ARTICLE V TRUSTEES...............................................................................  25

   Section 5.1    Number of Trustees.............................................................  25
   Section 5.2    Delaware Trustee...............................................................  25
   Section 5.3    Institutional Trustee; Eligibility.............................................  26
   Section 5.4    Certain Qualifications of Regular Trustees and Delaware Trustee Generally......  26
   Section 5.5    Regular Trustees...............................................................  27
   Section 5.6    Delaware Trustee...............................................................  27
   Section 5.7    Appointment, Removal and Resignation of Trustees...............................  27
   Section 5.8    Vacancies among Trustees.......................................................  29
   Section 5.9    Effect of Vacancies............................................................  29
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                                <C>
   Section 5.10   Meetings.......................................................................  29
   Section 5.11   Delegation of Power............................................................  30
   Section 5.12   Merger, Conversion, Consolidation or Succession to Business....................  30

ARTICLE VI DISTRIBUTIONS.........................................................................  30

   Section 6.1    Distributions..................................................................  30

ARTICLE VII ISSUANCE OF SECURITIES...............................................................  30

   Section 7.1    General Provisions Regarding Securities........................................  31
   Section 7.2    Paying Agent...................................................................  31

ARTICLE VIII TERMINATION OF TRUST................................................................  32

   Section 8.1    Termination of Trust...........................................................  32

ARTICLE IX TRANSFER OF INTERESTS.................................................................  32

   Section 9.1    Transfer of Securities.........................................................  33
   Section 9.2    Transfer of Certificates.......................................................  33
   Section 9.3    Deemed Security Holders........................................................  33
   Section 9.4    Book Entry Interests...........................................................  33
   Section 9.5    Notices to Clearing Agency.....................................................  34
   Section 9.6    Appointment of Successor Clearing Agency.......................................  34
   Section 9.7    Definitive Preferred Security Certificates.....................................  34
   Section 9.8    Mutilated, Destroyed, Lost or Stolen Certificates..............................  35

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
TRUSTEES OR OTHERS...............................................................................  36

   Section 10.1   Liability......................................................................  36
   Section 10.2   Exculpation....................................................................  36
   Section 10.3   Fiduciary Duty.................................................................  37
   Section 10.4   Indemnification................................................................  37
   Section 10.5   Outside Businesses.............................................................  41
   Section 10.6   Fees and Expenses..............................................................  41

ARTICLE XI ACCOUNTING............................................................................  41

   Section 11.1   Fiscal Year....................................................................  41
   Section 11.2   Certain Accounting Matters.....................................................  42
   Section 11.3   Banking........................................................................  42
   Section 11.4   Withholding....................................................................  42

ARTICLE XII AMENDMENTS AND MEETINGS..............................................................  43

   Section 12.1   Amendments.....................................................................  43
   Section 12.2   Meetings of the Holders of Securities; Action by Written Consent...............  45

ARTICLE XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND
DELAWARE TRUSTEE.................................................................................  46

   Section 13.1   Representations and Warranties of Institutional Trustee........................  46
   Section 13.2   Representations and Warranties of Delaware Trustee.............................  47
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                                <C>
ARTICLE XIV MISCELLANEOUS........................................................................  47

   Section 14.1   Notices........................................................................  48
   Section 14.2   Governing Law..................................................................  49
   Section 14.3   Intention of the Parties.......................................................  49
   Section 14.4   Headings.......................................................................  49
   Section 14.5   Successors and Assigns.........................................................  49
   Section 14.6   Partial Enforceability.........................................................  49
   Section 14.7   Counterparts...................................................................  49
</TABLE>


<PAGE>
                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
    Section of
Trust Indenture Act                                                 Section of
of 1939, as amended                                                Declaration
-------------------                                                -----------
<S>                                                                <C>
310(a).............................................................5.3(a)
310(c).............................................................Inapplicable
311(c).............................................................Inapplicable
312(a).............................................................2.2(a)
312(b).............................................................2.2(b)
313................................................................2.3
314(a).............................................................2.4
314(b).............................................................Inapplicable
314(c).............................................................2.5
314(d).............................................................Inapplicable
314(f).............................................................Inapplicable
315(a).............................................................3.9(b)
315(c).............................................................3.9(a)
315(d).............................................................3.9(a)
316(a).............................................................Annex I
316(c).............................................................3.6(e)
</TABLE>


----------

*     This Cross-Reference Table does not constitute part of the Declaration and
      shall not affect the interpretation of any of its terms or provisions.

<PAGE>
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                          UNISYS CAPITAL TRUST [I] [II]

                                 --------- ---,

            AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of __________ __, by the Trustees (as defined herein), the Sponsor
(as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to this Declaration;

            WHEREAS, the Trustees and the Sponsor established Unisys Capital
Trust [I] [II] (the "Trust"), a trust under the Business Trust Act pursuant to a
Declaration of Trust dated as of March __, 2002 (the "Original Declaration"),
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on March __, 2002, for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the
Trust and investing the proceeds thereof in certain Debentures of the Debenture
Issuer;

            WHEREAS, as of the date hereof, no interests in the Trust have been
issued;

            WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;
and

            NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

            Section 1.1 Definitions.

            Unless the context otherwise requires:

                  (a) Capitalized terms used in this Declaration but not defined
in the preamble above have the respective meanings assigned to them in this
Section 1.1;

                  (b) a term defined anywhere in this Declaration has the same
meaning throughout;

                  (c) all references to "the Declaration" or "this Declaration"
are to this Declaration as modified, supplemented or amended from time to time;


                                       1

<PAGE>
                  (d) all references in this Declaration to Articles and
Sections and Annexes and Exhibits are to Articles and Sections of and Annexes
and Exhibits to this Declaration unless otherwise specified;

                  (e) a term defined in the Trust Indenture Act has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and

                  (f) a reference to the singular includes the plural and vice
versa.

            "Additional Interest" has the meaning set forth in the Indenture.

            "Affiliate" has the same meaning as given to that term in Rule 405
of the Securities Act or any successor rule thereunder.

            "Agent" means any Paying Agent.

            "Authorized Officer" of a Person means any Person that is authorized
to bind such Person.

            "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

            "Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.

            "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

            "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

            "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a Global Certificate and which shall
undertake to effect book entry transfers and pledges of the Preferred
Securities.

            "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

            "Closing Date" means _____________, 20__.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.


                                       2

<PAGE>
            "Commission" means the Securities and Exchange Commission.

            "Common Securities" has the meaning specified in Section 7.1.(a).

            "Common Securities Guarantee" means the guarantee agreement to be
dated as of ________________________, of the Sponsor in respect of the Common
Securities.

            "Common Security Certificate" means a definitive certificate in
fully registered form representing a Common Security substantially in the form
of Exhibit A-2.

            "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any officer, employee or agent of the Trust or its Affiliates.

            "Corporate Trust Office" means the office of the Institutional
Trustee at which the corporate trust business of the Institutional Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at 452 Fifth Avenue, New York,
New York 10018.

            "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

            "Debenture Issuer" means Unisys Corporation, a Delaware corporation,
in its capacity as issuer of the Debentures under the Indenture.

            "Debenture Trustee" means HSBC Bank USA, a New York banking
corporation and trust company, as trustee under the Indenture until a successor
is appointed thereunder, and thereafter means such successor trustee.

            "Debentures" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture to be held by the Institutional Trustee.

            "Delaware Trustee" has the meaning set forth in Section 5.2.

            "Definitive Preferred Security Certificates" has the meaning set
forth in Section 9.4.

            "Distribution" has the meaning specified in Section 6.1.

            "DTC" means The Depository Trust Company, the initial Clearing
Agency.

            "Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in respect
of the Debentures.


                                       3

<PAGE>
            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

            "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

            "Global Certificate" has the meaning set forth in Section 9.4.

            "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Business Trust Act.

            "Indemnified Person" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

            "Indenture" means the Indenture dated as of _______, among the
Debenture Issuer and the Debenture Trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued.

            "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

            "Institutional Trustee Account" has the meaning set forth in Section
3.8(c).

            "Investment Company" means an investment company as defined in the
Investment Company Act.

            "Investment Company Act" means the Investment Company Act of 1940,
as amended from time to time, or any successor legislation.

            "Investment Company Event" has the meaning set forth in Annex I
hereto.

            "Legal Action" has the meaning set forth in Section 3.6(g).

            "List of Holders" has the meaning set forth in Section 2.2(a).

            "Majority in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of more than 50% of the aggregate liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all outstanding Securities of the relevant class.

            "Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Annex I.


                                       4

<PAGE>
            "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

                  (a) a statement that each officer signing the Certificate has
read the covenant or condition and the definitions relating thereto;

                  (b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering the
Certificate;

                  (c) a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is necessary to
enable such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

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

            "Paying Agent" has the meaning specified in Section 7.2.

            "Payment Amount" has the meaning specified in Section 6.1.

            "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

            "Preferred Securities" has the meaning specified in Section 7.1(a).

            "Preferred Securities Guarantee" means the guarantee agreement to be
dated as of ___________, of the Sponsor in respect of the Preferred Securities.

            "Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

            "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

            "Pricing Agreement" means the pricing agreement between the Trust,
the Debenture Issuer, and the underwriters designated by the Regular Trustees
with respect to the offer and sale of the Preferred Securities.

            "Quorum" means a majority of the Regular Trustees or, if there are
only two Regular Trustees, both of them.


                                       5

<PAGE>
            "Regular Trustee" has the meaning set forth in Section 5.1.

            "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

            "Responsible Officer" means, with respect to the Institutional
Trustee, any officer within the Corporate Trust Office of the Institutional
Trustee with direct responsibility for the administration of this Declaration
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

            "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

            "Securities" means the Common Securities and the Preferred
Securities.

            "Securities Act" means the Securities Act of 1933, as amended from
time to time or any successor legislation.

            "Special Event" has the meaning set forth in Annex I hereto.

            "Securities Guarantees" means the Common Securities Guarantee and
the Preferred Securities Guarantee.

            "Sponsor" means Unisys Corporation, a Delaware corporation, or any
successor entity in a merger, consolidation or amalgamation, in its capacity as
sponsor of the Trust.

            "Successor Delaware Trustee" has the meaning specified in Section
5.7(b).

            "Successor Entity" has the meaning specified in Section 3.15(b).

            "Successor Institutional Trustee" has the meaning specified in
Section 5.7(b).

            "Successor Securities" has the meaning specified in Section 3.15(b).

            "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

            "Tax Event" has the meaning set forth in Annex I hereto.

            "10% in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of 10% or more of the aggregate liquidation amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.


                                       6

<PAGE>
            "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

            "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

            "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities in the form of Exhibit C.

                                   ARTICLE II
                               TRUST INDENTURE ACT

            Section 2.1 Trust Indenture Act; Application.

                  (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

                  (b) The Institutional Trustee shall be the only Trustee which
is a Trustee for the purposes of the Trust Indenture Act.

                  (c) If and to the extent that any provision of this
Declaration limits, qualifies or conflicts with the duties imposed by Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

                  (d) The application of the Trust Indenture Act to this
Declaration shall not affect the nature of the Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

            Section 2.2 Lists of Holders of Securities.

                  (a) Each of the Sponsor and the Regular Trustees on behalf of
the Trust shall provide the Institutional Trustee (i) within 15 days after each
record date for payment of Distributions, a list, in such form as the
Institutional Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date, provided
that neither the Sponsor nor the Regular Trustees on behalf of the Trust shall
be obligated to provide such List of Holders at any time the List of Holders
does not differ from the most recent List of Holders given to the Institutional
Trustee by the Sponsor and the Regular Trustees on behalf of the Trust, and (ii)
at any other time, within 30 days of receipt by the Trust


                                       7

<PAGE>
of a written request for a List of Holders as of a date no more than 15 days
before such List of Holders is given to the Institutional Trustee. The
Institutional Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders given to it or which
it receives in the capacity as Paying Agent (if acting in such capacity),
provided that the Institutional Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

                  (b) The Institutional Trustee shall comply with its
obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

            Section 2.3 Reports by the Institutional Trustee.

            Within 60 days after May 15 of each year, the Institutional Trustee
shall provide to the Holders of the Preferred Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by Section 313 of the Trust Indenture Act. The Institutional
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

            Section 2.4 Periodic Reports to Institutional Trustee.

            Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.

            Section 2.5 Evidence of Compliance with Conditions Precedent.

            Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

            Section 2.6 Events of Default; Waiver.

                  (a) The Holders of a Majority in liquidation amount of
Preferred Securities may, by vote, on behalf of the Holders of all of the
Preferred Securities, waive any past Event of Default in respect of the
Preferred Securities and its consequences, provided that, if the underlying
Event of Default under the Indenture:

                  (i) is not waivable under the Indenture, the Event of Default
            under the Declaration shall also not be waivable; or

                  (ii) requires the consent or vote of greater than a majority
            in principal amount of the holders of the Debentures (a "Super
            Majority") to be waived under the Indenture, the Event of Default


                                       8

<PAGE>
            under the Declaration may only be waived by the vote of the Holders
            of at least the proportion in liquidation amount of the Preferred
            Securities that the relevant Super Majority represents of the
            aggregate principal amount of the Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

                  (b) The Holders of a Majority in liquidation amount of the
Common Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

                  (i) is not waivable under the Indenture, except where the
            Holders of the Common Securities are deemed to have waived such
            Event of Default under the Declaration as provided below in this
            Section 2.6(b), the Event of Default under the Declaration shall
            also not be waivable; or

                  (ii) requires the consent or vote of a Super Majority to be
            waived, except where the Holders of the Common Securities are deemed
            to have waived such Event of Default under the Declaration as
            provided below in this Section 2.6(b), the Event of Default under
            the Declaration may only be waived by the vote of the Holders of at
            least the proportion in liquidation amount of the Common Securities
            that the relevant Super Majority represents of the aggregate
            principal amount of the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Institutional Trustee will be deemed to be acting solely on behalf of the
Holders of the Preferred Securities and only the Holders of the Preferred
Securities will have the right to direct the Institutional Trustee in accordance
with the terms of the Securities. The foregoing provisions of this Section
2.6(b) shall be in lieu of Sections 316(a)(1)(A) and


                                       9

<PAGE>
316(a)(1)(B) of the Trust Indenture Act and such Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act. Subject
to the foregoing provisions of this Section 2.6(b), upon such waiver, any such
default shall cease to exist and any Event of Default with respect to the Common
Securities arising therefrom shall be deemed to have been cured for every
purpose of this Declaration, but no such waiver shall extend to any subsequent
or other default or Event of Default with respect to the Common Securities or
impair any right consequent thereon.

                  (c) A waiver of an Event of Default under the Indenture by the
Institutional Trustee at the direction of the Holders of the Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Declaration. The foregoing provisions of this Section 2.6(c) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.

            Section 2.7 Event of Default; Notice.

                  (a) The Institutional Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Securities, notices of all defaults with respect
to the Securities actually known to a Responsible Officer of the Institutional
Trustee, unless such defaults have been cured before the giving of notice (the
term "defaults" for the purposes of this Section 2.7(a) being hereby defined to
be an Event of Default as defined in the Indenture, not including any periods of
grace provided for therein and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures or in the payment of any
sinking fund installment established for the Debentures, the Institutional
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Institutional Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders of the
Securities.

                  (b) The Institutional Trustee shall not be deemed to have
knowledge of any default except:

                  (i) a default under Sections ____ and ____ of the Indenture;
            or

                  (ii) any default as to which the Institutional Trustee shall
            have received written notice or of which a Responsible Officer of
            the Institutional Trustee charged with the administration of this
            Declaration shall have actual knowledge.


                                       10

<PAGE>
                                  ARTICLE III
                                  ORGANIZATION

            Section 3.1 Name.

            The Trust is named "Unisys Capital Trust [I] [II]," as such name may
be modified from time to time by the Regular Trustees following written notice
to the other Trustees and the Holders of Securities. The Trust's activities may
be conducted under the name of the Trust or any other name deemed advisable by
the Regular Trustees.

            Section 3.2 Office.

            The address of the principal office of the Trust is 15 Atlantic
Avenue, Ocean View, Delaware 19970. On ten Business Days written notice to the
other Trustees and the Holders of Securities, the Regular Trustees may designate
another principal office.

            Section 3.3 Purpose.

            The exclusive purposes and functions of the Trust are (a) to issue
and sell Securities and use the proceeds from such sale to acquire the
Debentures, and (b) except as otherwise limited herein, to engage in only those
other activities as may be necessary or incidental thereto. The Trust shall not
borrow money, issue debt or reinvest proceeds derived from investments, pledge
any of its assets, or otherwise undertake (or permit to be undertaken) any
activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

            Section 3.4 Authority.

            Subject to the limitations provided in this Declaration and to the
specific duties of the Institutional Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Institutional Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

            Section 3.5 Title to Property of the Trust.

            Except as provided in Section 3.8 with respect to the Debentures and
the Institutional Trustee Account or as otherwise provided in this Declaration,
legal title to all assets of the Trust shall be vested in the Trust. The Holders
shall not have legal title to any part of the assets of the Trust, but shall
have an undivided beneficial interest in the assets of the Trust.

            Section 3.6 Powers and Duties of the Regular Trustees.


                                       11

<PAGE>
            The Regular Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

                  (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, provided further, that there shall be no
interests in the Trust other than the Securities, and the issuance of Securities
shall be limited to a simultaneous issuance of both Preferred Securities and
Common Securities on the Closing Date;

                  (b) in connection with the issue and sale of the Preferred
Securities, at the direction of the Sponsor, to:

                  (i) execute and file with the Commission the registration
            statement on Form S-3 prepared by the Sponsor, including any
            amendments thereto, pertaining to the Preferred Securities;

                  (ii) execute and file any documents prepared by the Sponsor,
            or take any acts as determined by the Sponsor to be necessary in
            order to qualify or register all or part of the Preferred Securities
            in any State in which the Sponsor has determined to qualify or
            register such Preferred Securities for sale;

                  (iii) execute and file an application, prepared by the
            Sponsor, to the New York Stock Exchange, Inc. or any other national
            stock exchange or the Nasdaq Stock Market's National Market for
            listing upon notice of issuance of any Preferred Securities;

                  (iv) execute and file with the Commission a registration
            statement on Form 8-A, including any amendments thereto, prepared by
            the Sponsor, relating to the registration of the Preferred
            Securities under Section 12(b) of the Exchange Act; and

                  (v) execute and enter into the Underwriting Agreement and
            Pricing Agreement providing for the sale of the Preferred
            Securities;

                  (c) to acquire the Debentures with the proceeds of the sale of
the Preferred Securities and the Common Securities; provided, however, that the
Regular Trustees shall cause legal title to the Debentures to be held of record
in the name of the Institutional Trustee for the benefit of the Holders of the
Preferred Securities and the Holders of Common Securities;

                  (d) to give the Sponsor and the Institutional Trustee prompt
written notice of the occurrence of a Tax Event; provided that the Regular
Trustees shall consult with the Sponsor and the Institutional Trustee before
taking or refraining from taking any Ministerial Action in relation to a Tax
Event;


                                       12

<PAGE>
                  (e) to establish a record date with respect to all actions to
be taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

                  (f) to take all actions and perform such duties as may be
required of the Regular Trustees pursuant to the terms of the Securities;

                  (g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Institutional
Trustee has the exclusive power to bring such Legal Action;

                  (h) to employ or otherwise engage employees and agents (who
may be designated as officers with titles) and managers, contractors, advisors,
and consultants and pay reasonable compensation for such services;

                  (i) to cause the Trust to comply with the Trust's obligations
under this Declaration and the Trust Indenture Act;

                  (j) to give the certificate required by Section 314(a)(4) of
the Trust Indenture Act to the Institutional Trustee, which certificate may be
executed by any Regular Trustee;

                  (k) to incur expenses that are necessary or incidental to
carry out any of the purposes of the Trust;

                  (l) to act as, or appoint another Person to act as, registrar
and transfer agent for the Securities;

                  (m) to give prompt written notice to the Holders of the
Securities of any notice received from the Debenture Issuer of its election to
defer payments of interest on the Debentures by extending the interest payment
period under the Indenture;

                  (n) to execute all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing;

                  (o) to take all action that may be necessary or appropriate
for the preservation and the continuation of the Trust's valid existence,
rights, franchises and privileges as a statutory business trust under the laws
of the State of Delaware and of each other jurisdiction in which such existence
is necessary to protect the limited liability of the Holders of the Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

                  (p) to take any action, not inconsistent with this Declaration
or with applicable law, that the Regular Trustees determine in their discretion
to be necessary or


                                       13

<PAGE>
desirable in carrying out the activities of the Trust as set out in this Section
3.6, including, but not limited to:

                  (i) causing the Trust not to be deemed to be an Investment
            Company required to be registered under the Investment Company Act;

                  (ii) causing the Trust to be classified for United States
            federal income tax purposes as a grantor trust; and

                  (iii) cooperating with the Debenture Issuer to ensure that the
            Debentures will be treated as indebtedness of the Debenture Issuer
            for United States federal income tax purposes, provided that such
            action does not adversely affect the interests of Holders; and

                  (q) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Regular Trustees, on behalf of
the Trust.

            The Regular Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

            Subject to this Section 3.6, the Regular Trustees shall have none of
the powers or the authority of the Institutional Trustee set forth in Section
3.8.

            Any expenses incurred by the Regular Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

            Section 3.7 Prohibition of Actions by the Trust and the Trustees.

                  (a) The Trust shall not, and the Trustees (including the
Institutional Trustee) shall not cause the Trust to, engage in any activity
other than as required or authorized by this Declaration. In particular, the
Trust shall not and the Trustees (including the Institutional Trustee) shall not
cause the Trust to:

                  (i) invest any proceeds received by the Trust from holding the
            Debentures, but shall distribute all such proceeds to Holders of
            Securities pursuant to the terms of this Declaration and of the
            Securities;

                  (ii) acquire any assets other than as expressly provided
            herein;

                  (iii) possess Trust property for other than a Trust purpose;


                                       14

<PAGE>
                  (iv) make any loans or incur any indebtedness other than loans
            represented by the Debentures;

                  (v) possess any power or otherwise act in such a way as to
            vary the Trust assets or the terms of the Securities in any way
            whatsoever;

                  (vi) issue any securities or other evidences of beneficial
            ownership of, or beneficial interest in, the Trust other than the
            Securities; or

                  (vii) other than as provided in this Declaration or Annex I,
            (A) direct the time, method and place of exercising any trust or
            power conferred upon the Debenture Trustee with respect to the
            Debentures, (B) waive any past default that is waivable under the
            Indenture, (C) exercise any right to rescind or annul any
            declaration that the principal of all the Debentures shall be due
            and payable, or (D) consent to any amendment, modification or
            termination of the Indenture or the Debentures where such consent
            shall be required unless the Trust shall have received an opinion of
            counsel to the effect that such modification will not cause more
            than an insubstantial risk that for United States federal income tax
            purposes the Trust will not be classified as a grantor trust.

            Section 3.8 Powers and Duties of the Institutional Trustee.

                  (a) The legal title to the Debentures shall be owned by and
held of record in the name of the Institutional Trustee in trust for the benefit
of the Holders of the Securities. The right, title and interest of the
Institutional Trustee to the Debentures shall vest automatically in each Person
who may hereafter be appointed as Institutional Trustee in accordance with
Section 5.7. Such vesting and cessation of title shall be effective whether or
not conveyancing documents with regard to the Debentures have been executed and
delivered.

                  (b) The Institutional Trustee shall not transfer its right,
title and interest in the Debentures to the Regular Trustees or to the Delaware
Trustee (if the Institutional Trustee does not also act as Delaware Trustee).

                  (c) The Institutional Trustee shall:

                  (i) establish and maintain a segregated non-interest bearing
            trust account (the "Institutional Trustee Account") in the name of
            and under the exclusive control of the Institutional Trustee on
            behalf of the Holders of the Securities and, upon the receipt of
            payments of funds made in respect of the Debentures held by the
            Institutional Trustee, deposit such funds into the Institutional
            Trustee Account and make payments to the Holders of the Preferred


                                       15

<PAGE>
            Securities and Holders of the Common Securities from the
            Institutional Trustee Account in accordance with Section 6.1. Funds
            in the Institutional Trustee Account shall be held uninvested until
            disbursed in accordance with this Declaration. The Institutional
            Trustee Account shall be an account that is maintained with a
            banking institution the rating on whose long-term unsecured
            indebtedness is at least equal to the rating assigned to the
            Preferred Securities by a "nationally recognized statistical rating
            organization", as that term is defined for purposes of Rule
            436(g)(2) under the Securities Act;

                  (ii) engage in such ministerial activities as shall be
            necessary or appropriate to effect the redemption of the Preferred
            Securities and the Common Securities to the extent the Debentures
            are redeemed or mature; and

                  (iii) upon written notice of distribution issued by the
            Regular Trustees in accordance with the terms of the Securities,
            engage in such ministerial activities as shall be necessary or
            appropriate to effect the distribution of the Debentures to Holders
            of Securities upon the occurrence of certain special events (as may
            be defined in the terms of the Securities) arising from a change in
            law or a change in legal interpretation or other specified
            circumstances pursuant to the terms of the Securities.

                  (d) The Institutional Trustee shall take all actions and
perform such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities.

                  (e) The Institutional Trustee shall take any Legal Action
which arises out of or in connection with an Event of Default of which a
Responsible Officer of the Institutional Trustee has actual knowledge or the
Institutional Trustee's duties and obligations under this Declaration or the
Trust Indenture Act; provided however, that if a Declaration Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Debenture Issuer to pay interest or principal on the Debentures on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date), then a Holder of Preferred Securities may directly
institute a proceeding for enforcement of payment to such Holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such Holder (a
"Direct Action") on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the rights of the Holders of
the Common Securities will be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Issuer to such
Holder of Preferred Securities in such Direct Action. Except as provided in the
preceding sentences, the Holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.


                                       16

<PAGE>
                  (f) The Institutional Trustee shall not resign as a Trustee
            unless either:

                  (i) the Trust has been completely liquidated and the proceeds
            of the liquidation distributed to the Holders of Securities pursuant
            to the terms of the Securities; or

                  (ii) a Successor Institutional Trustee has been appointed and
            has accepted that appointment in accordance with Section 5.7.

                  (g) The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of Debentures
under the Indenture and, if an Event of Default actually known to a Responsible
Officer of the Institutional Trustee occurs and is continuing, the Institutional
Trustee shall, for the benefit of Holders of the Securities, enforce its rights
as holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities.

                  (h) The Institutional Trustee may authorize one or more
Persons (each, a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities and
any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act. Any Paying Agent may be removed by the Institutional Trustee at any time
and a successor Paying Agent or additional Paying Agents may be appointed at any
time by the Institutional Trustee.

                  (i) Subject to this Section 3.8, the Institutional Trustee
shall have none of the duties, liabilities, powers or the authority of the
Regular Trustees set forth in Section 3.6.

            The Institutional Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Institutional Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out in Section 3.3.

            Section 3.9 Certain Duties and Responsibilities of the Institutional
                        Trustee.

                  (a) The Institutional Trustee, before the occurrence of any
Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Declaration and no implied covenants shall be read into this
Declaration against the Institutional Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer of the Institutional Trustee has actual knowledge, the
Institutional Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

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


                                       17

<PAGE>
                  (i) 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:

                                (A) the duties and obligations of the
                  Institutional Trustee shall be determined solely by the
                  express provisions of this Declaration and the Institutional
                  Trustee shall not be liable except for the performance of such
                  duties and obligations as are specifically set forth in this
                  Declaration, and no implied covenants or obligations shall be
                  read into this Declaration against the Institutional Trustee;
                  and

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

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

                  (iii) the Institutional 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 liquidation amount of the Securities relating to
            the time, method and place of conducting any proceeding for any
            remedy available to the Institutional Trustee, or exercising any
            trust or power conferred upon the Institutional Trustee under this
            Declaration;

                  (iv) no provision of this Declaration shall require the
            Institutional 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 it
            shall have reasonable grounds for believing that the repayment of
            such funds or liability is not reasonably assured to it under the
            terms of this


                                       18

<PAGE>
            Declaration or indemnity reasonably satisfactory to the
            Institutional Trustee against such risk or liability is not
            reasonably assured to it;

                  (v) the Institutional Trustee's sole duty with respect to the
            custody, safe keeping and physical preservation of the Debentures
            and the Institutional Trustee Account shall be to deal with such
            property in a similar manner as the Institutional Trustee deals with
            similar property for its own account, subject to the protections and
            limitations on liability afforded to the Institutional Trustee under
            this Declaration and the Trust Indenture Act;

                  (vi) the Institutional Trustee shall have no duty or liability
            for or with respect to the value, genuineness, existence or
            sufficiency of the Debentures or the payment of any taxes or
            assessments levied thereon or in connection therewith;

                  (vii) the Institutional Trustee shall not be liable for any
            interest on any money received by it except as it may otherwise
            agree with the Sponsor. Money held by the Institutional Trustee need
            not be segregated from other funds held by it except in relation to
            the Institutional Trustee Account maintained by the Institutional
            Trustee pursuant to Section 3.8(c)(i) and except to the extent
            otherwise required by law; and

                  (viii) the Institutional Trustee shall not be responsible for
            monitoring the compliance by the Regular Trustees or the Sponsor
            with their respective duties under this Declaration, nor shall the
            Institutional Trustee be liable for default or misconduct of the
            Regular Trustees or the Sponsor.

            Section 3.10 Certain Rights of Institutional Trustee.

                  (a) Subject to the provisions of Section 3.9:

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

                  (ii) any direction or act of the Sponsor or the Regular
            Trustees contemplated by this Declaration shall be sufficiently
            evidenced by a Direction or an Officers' Certificate;


                                       19

<PAGE>
                  (iii) whenever in the administration of this Declaration, the
            Institutional Trustee shall deem it desirable that a matter be
            proved or established before taking, suffering or omitting any
            action hereunder, the Institutional Trustee (unless other evidence
            is herein specifically prescribed) may, in the absence of bad faith
            on its part, request and conclusively rely upon an Officers'
            Certificate which, upon receipt of such request, shall be promptly
            delivered by the Sponsor or the Regular Trustees;

                  (iv) the Institutional Trustee shall have no duty to see to
            any recording, filing or registration of any instrument (including
            any financing or continuation statement or any filing under tax or
            securities laws) or any rerecording, refiling or registration
            thereof;

                  (v) the Institutional Trustee may consult with counsel or
            other experts and the advice or opinion of such counsel and experts
            with respect to legal matters or advice within the scope of such
            experts' area of expertise shall be full and complete authorization
            and protection in respect of any action taken, suffered or omitted
            by it hereunder in good faith and in accordance with such advice or
            opinion, such counsel may be counsel to the Sponsor or any of its
            Affiliates, and may include any of its employees. The Institutional
            Trustee shall have the right at any time to seek instructions
            concerning the administration of this Declaration from any court of
            competent jurisdiction;

                  (vi) the Institutional Trustee shall be under no obligation to
            exercise any of the rights or powers vested in it by this
            Declaration at the request or direction of any Holder, unless such
            Holder shall have provided to the Institutional Trustee security and
            indemnity, reasonably satisfactory to the Institutional Trustee,
            against the costs, expenses (including attorneys' fees and expenses
            and the expenses of the Institutional Trustee's agents, nominees or
            custodians) and liabilities that might be incurred by it in
            complying with such request or direction, including such reasonable
            advances as may be requested by the Institutional Trustee provided,
            that, nothing contained in this Section 3.10(a)(vi) shall be taken
            to relieve the Institutional Trustee, upon the occurrence of an
            Event of Default, of its obligation to exercise the rights and
            powers vested in it by this Declaration;

                  (vii) the Institutional 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
            Institutional


                                       20

<PAGE>
            Trustee, in its discretion, may make such further inquiry or
            investigation into such facts or matters as it may see fit;

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

                  (ix) any action taken by the Institutional Trustee or its
            agents hereunder shall bind the Trust and the Holders of the
            Securities, and the signature of the Institutional Trustee or its
            agents alone shall be sufficient and effective to perform any such
            action and no third party shall be required to inquire as to the
            authority of the Institutional Trustee to so act or as to its
            compliance with any of the terms and provisions of this Declaration,
            both of which shall be conclusively evidenced by the Institutional
            Trustee's or its agent's taking such action;

                  (x) whenever in the administration of this Declaration the
            Institutional Trustee shall deem it desirable to receive
            instructions with respect to enforcing any remedy or right or taking
            any other action hereunder, the Institutional Trustee (i) may
            request instructions from the Holders of the Securities which
            instructions may only be given by the Holders of the same proportion
            in liquidation amount of the Securities as would be entitled to
            direct the Institutional Trustee under the terms of the Securities
            in respect of such remedy, right or action, (ii) may refrain from
            enforcing such remedy or right or taking such other action until
            such instructions are received, and (iii) shall be protected in
            conclusively relying on or acting in or accordance with such
            instructions; and

                  (xi) except as otherwise expressly provided by this
            Declaration, the Institutional Trustee shall not be under any
            obligation to take any action that is discretionary under the
            provisions of this Declaration.

                  (b) No provision of this Declaration shall be deemed to impose
any duty or obligation on the Institutional Trustee to perform any act or acts
or exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Institutional
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Institutional
Trustee shall be construed to be a duty.


                                       21

<PAGE>
            Section 3.11 Delaware Trustee.

            Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Regular Trustees or the Institutional Trustee described in this Declaration.
Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Business Trust Act.

            Section 3.12 Execution of Documents.

            Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Business Trust Act, a majority of or, if there are
only two, any Regular Trustee or, if there is only one, such Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to execute pursuant to Section 3.6;
provided that, the registration statement referred to in Section 3.6(b)(i),
including any amendments thereto, shall be signed by all of the Regular
Trustees.

            Section 3.13 Not Responsible for Recitals or Issuance of Securities.

            The recitals contained in this Declaration and the Securities shall
be taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

            Section 3.14 Duration of Trust.

            The Trust, unless terminated pursuant to the provisions of Article
VIII hereof, shall have existence for fifty-five (55) years from the Closing
Date.

            Section 3.15 Mergers.

                  (a) The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any corporation or other body, except as
described in Section 3.15(b) and (c).

                  (b) The Trust may, with the consent of the Regular Trustees
or, if there are more than two, a majority of the Regular Trustees and without
the consent of the Holders of the Securities, the Delaware Trustee or the
Institutional Trustee, consolidate, amalgamate, merge with or into, or be
replaced by a trust organized as such under the laws of any State; provided
that:


                                       22

<PAGE>
                  (i) such successor entity (the "Successor Entity") either:

                                (A) expressly assumes all of the obligations of
                  the Trust under the Securities; or

                                (B) substitutes for the Securities other
                  securities having substantially the same terms as the
                  Preferred Securities (the "Successor Securities") so long as
                  the Successor Securities rank the same as the Preferred
                  Securities rank with respect to Distributions and payments
                  upon liquidation, redemption and otherwise;

                  (ii) the Debenture Issuer expressly acknowledges a trustee of
            the Successor Entity that possesses the same powers and duties as
            the Institutional Trustee as the Holder of the Debentures;

                  (iii) the Preferred Securities or any Successor Securities are
            listed, or any Successor Securities will be listed upon notification
            of issuance, on any national securities exchange or with another
            organization on which the Preferred Securities are then listed or
            quoted;

                  (iv) such merger, consolidation, amalgamation or replacement
            does not cause the Preferred Securities (including any Successor
            Securities) to be downgraded by any nationally recognized
            statistical rating organization;

                  (v) such merger, consolidation, amalgamation or replacement
            does not adversely affect the rights, preferences and privileges of
            the Holders of the Securities (including any Successor Securities)
            in any material respect (other than with respect to any dilution of
            such Holders' interests in the Preferred Securities as a result of
            such merger, consolidation, amalgamation or replacement);

                  (vi) such Successor Entity has a purpose identical to that of
            the Trust;

                  (vii) prior to such merger, consolidation, amalgamation or
            replacement, the Sponsor has received an opinion of a nationally
            recognized independent counsel to the Trust experienced in such
            matters to the effect that:

                                (A) such merger, consolidation, amalgamation or
                  replacement does not adversely affect the rights, preferences
                  and privileges of the Holders of the Securities (including any
                  Successor


                                       23

<PAGE>
                  Securities) in any material respect (other than with respect
                  to any dilution of the Holders' interest in the new entity);
                  and

                                (B) following such merger, consolidation,
                  amalgamation or replacement, neither the Trust nor the
                  Successor Entity will be required to register as an Investment
                  Company;

                                (C) following such merger, consolidation,
                  amalgamation or replacement, the Trust (or the Successor
                  Entity) will continue to be classified as a grantor trust for
                  United States federal income tax purposes; and

                  (viii) the Sponsor guarantees the obligations of such
            Successor Entity under the Successor Securities at least to the
            extent provided by the Preferred Securities Guarantees.

                  (c) Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

            Section 4.1 Sponsor's Purchase of Common Securities.

            On the Closing Date, the Sponsor will purchase all of the Common
Securities issued by the Trust, in an amount at least equal to 3% of the capital
of the Trust, at the same time as the Preferred Securities are sold.

            Section 4.2 Responsibilities of the Sponsor.

            In connection with the issue and sale of the Preferred Securities,
the Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                  (a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the Preferred Securities,
including any amendments thereto;

                  (b) to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and to do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for execution
and filing any documents to be executed and filed by the Trust, as the


                                       24

<PAGE>
Sponsor deems necessary or advisable in order to comply with the applicable laws
of any such States;

                  (c) to prepare for filing by the Trust an application to the
New York Stock Exchange or any other national stock exchange or the Nasdaq
National Market for listing upon notice of issuance of any Preferred Securities;

                  (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Preferred
Securities under Section 12(b) of the Exchange Act, including any amendments
thereto; and

                  (e) to negotiate the terms of the Underwriting Agreement and
Pricing Agreement providing for the sale of the Preferred Securities.

                                   ARTICLE V
                                    TRUSTEES

            Section 5.1 Number of Trustees.

            The number of Trustees initially shall be ____ (_), and:

                  (a) at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of Trustees;
and

                  (b) after the issuance of any Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities; provided, however, that, the number of
Trustees shall in no event be less than two (2); provided further that, if
required by the Business Trust Act, (1) one Trustee, in the case of a natural
person, shall be a person who is a resident of the State of Delaware or that, if
not a natural person, is an entity which has its principal place of business in
the State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with, the Parent (a
"Regular Trustee"); and (3) one Trustee shall be the Institutional Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements.

            Section 5.2 Delaware Trustee.

            If required by the Business Trust Act, the Delaware Trustee shall
be:

                  (a) a natural person who is a resident of the State of
Delaware; or

                  (b) if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the requirements
of applicable law,


                                       25

<PAGE>
provided that, if the Institutional Trustee has its principal place of business
in the State of Delaware and otherwise meets the requirements of applicable law,
then the Institutional Trustee shall also be the Delaware Trustee and Section
3.11 shall have no application.

            Section 5.3 Institutional Trustee; Eligibility.

                  (a) There shall at all times be one Trustee which shall act as
Institutional Trustee which shall:

                  (i) not be an Affiliate of the Sponsor; and

                  (ii) be a corporation organized and doing business under the
            laws of the United States of America or any State or Territory
            thereof or of the District of Columbia, or a Person permitted by the
            Commission to act as an institutional trustee under the Trust
            Indenture Act, authorized under such laws to exercise corporate
            trust powers, having a combined capital and surplus of at least 50
            million U.S. dollars ($50,000,000), and subject to supervision or
            examination by Federal, State, Territorial or District of Columbia
            authority. If such Person publishes reports of condition at least
            annually, pursuant to law or to the requirements of the supervising
            or examining authority referred to above, then for the purposes of
            this Section 5.3(a)(ii), the combined capital and surplus of such
            Person shall be deemed to be its combined capital and surplus as set
            forth in its most recent report of condition so published.

                  (b) If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section
5.7(c).

                  (c) If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Institutional Trustee and the Holder of the Common Securities
(as if it were the obligor referred to in Section 310(b) of the Trust Indenture
Act) shall in all respects comply with the provisions of Section 310(b) of the
Trust Indenture Act.

                  (d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

                  (e) The initial Institutional Trustee shall be:

                                  HSBC Bank USA

            Section 5.4 Certain Qualifications of Regular Trustees and Delaware
                        Trustee Generally.


                                       26

<PAGE>
            Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

            Section 5.5 Regular Trustees.

            The initial Regular Trustees shall be:

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

                  (a) Except as expressly set forth in this Declaration and
except if a meeting of the Regular Trustees is called with respect to any matter
over which the Regular Trustees have power to act, any power of the Regular
Trustees may be exercised by, or with the consent of, any one such Regular
Trustee; and

                  (b) Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
which the Regular Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6, provided, that, the registration statement
referred to in Section 3.6, including any amendments thereto, shall be signed by
all of the Regular Trustees.

            Section 5.6 Delaware Trustee.

            The initial Delaware Trustee shall be:

            HSBC Bank & Trust Company (Delaware), National Association

            Section 5.7 Appointment, Removal and Resignation of Trustees.

                  (a) Subject to Section 5.7(b), Trustees may be appointed or
removed without cause at any time:

                  (i) until the issuance of any Securities, by written
            instrument executed by the Sponsor; and

                  (ii) after the issuance of any Securities, by vote of the
            Holders of a Majority in liquidation amount of the Common Securities
            voting as a class at a meeting of the Holders of the Common
            Securities.

                  (b)(i) The Trustee that acts as Institutional Trustee shall
not be removed in accordance with Section 5.7(a) until a successor Trustee
possessing the qualifications to act as Institutional Trustee under Section 5.3
(a "Successor Institutional Trustee") has been appointed


                                       27

<PAGE>
and has accepted such appointment by written instrument executed by such
Successor Institutional Trustee and delivered to the Regular Trustees and the
Sponsor; and

                  (ii) the Trustee that acts as Delaware Trustee shall not be
            removed in accordance with Section 5.7(a) until a successor Trustee
            possessing the qualifications to act as Delaware Trustee under
            Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been
            appointed and has accepted such appointment by written instrument
            executed by such Successor Delaware Trustee and delivered to the
            Regular Trustees and the Sponsor.

                  (c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign (without need for prior or subsequent accounting) by an
instrument in writing signed by the Trustee and delivered to the Sponsor and the
Trust, which resignation shall take effect upon such delivery or upon such later
date as is specified therein; provided, however, that:

                  (i) No such resignation of the Trustee that acts as the
            Institutional Trustee shall be effective:

                                (A) until a Successor Institutional Trustee has
                  been appointed and has accepted such appointment by instrument
                  executed by such Successor Institutional Trustee and delivered
                  to the Trust, the Sponsor and the resigning Institutional
                  Trustee; or

                                (B) until the assets of the Trust have been
                  completely liquidated and the proceeds thereof distributed to
                  the Holders of the Securities; and

                  (ii) no such resignation of the Trustee that acts as the
            Delaware Trustee shall be effective until a Successor Delaware
            Trustee has been appointed and has accepted such appointment by
            instrument executed by such Successor Delaware Trustee and delivered
            to the Trust, the Sponsor and the resigning Delaware Trustee.

                  (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Institutional Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers an instrument of resignation in accordance with this
Section 5.7.

                  (e) If no Successor Institutional Trustee or Successor
Delaware Trustee shall have been appointed and accepted appointment as provided
in this Section 5.7 within 60 days after delivery to the Sponsor and the Trust
of an instrument of resignation, the resigning Institutional Trustee or Delaware
Trustee, as applicable, may petition any court of competent jurisdiction for
appointment of a Successor Institutional Trustee or Successor


                                       28

<PAGE>
Delaware Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper and prescribe, appoint a Successor Institutional
Trustee or Successor Delaware Trustee, as the case may be.

                  (f) No Institutional Trustee or Delaware Trustee shall be
liable for the acts or omissions to act of any Successor Institutional Trustee
or successor Delaware Trustee, as the case may be.

            Section 5.8 Vacancies among Trustees.

            If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.7.

            Section 5.9 Effect of Vacancies.

            The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to annul the Trust. Whenever a vacancy in the number
of Regular Trustees shall occur, until such vacancy is filled by the appointment
of a Regular Trustee in accordance with Section 5.7, the Regular Trustees in
office, regardless of their number, shall have all the powers granted to the
Regular Trustees and shall discharge all the duties imposed upon the Regular
Trustees by this Declaration.

            Section 5.10 Meetings.

            If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular Trustee.
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 48
hours before such meeting. Notice of any telephonic meetings of the Regular
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before a meeting. Notices shall contain a brief statement of
the time, place and anticipated purposes of the meeting. The presence (whether
in person or by telephone) of a Regular Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Regular Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Regular Trustees may
be taken at a meeting by vote of a majority of the Regular Trustees present
(whether in person or by telephone) and eligible to vote with respect to such
matter, provided that a Quorum is present, or without a meeting by the unanimous
written


                                       29

<PAGE>
consent of the Regular Trustees. In the event there is only one Regular Trustee,
any and all action of such Regular Trustee shall be evidenced by a written
consent of such Regular Trustee.

            Section 5.11 Delegation of Power.

                  (a) Any Regular Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

                  (b) the Regular Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Regular Trustees or otherwise as the Regular Trustees
may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

            Section 5.12 Merger, Conversion, Consolidation or Succession to
Business.

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

                                   ARTICLE VI
                                  DISTRIBUTIONS

            Section 6.1 Distributions.

            Holders shall receive Distributions (as defined herein) in
accordance with the applicable terms of the relevant Holder's Securities.
Distributions shall be made on the Preferred Securities and the Common
Securities in accordance with the preferences set forth in their respective
terms. If and to the extent that the Debenture Issuer makes a payment of
interest (including Compounded Interest (as defined in the Indenture) and
Additional Interest), premium and/or principal on the Debentures held by the
Institutional Trustee (the amount of any such payment being a "Payment Amount"),
the Institutional Trustee shall and is directed, to the extent funds are
available for that purpose, to make a distribution (a "Distribution") of the
Payment Amount to Holders.

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES


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<PAGE>
            Section 7.1 General Provisions Regarding Securities.

                  (a) The Regular Trustees shall on behalf of the Trust issue
one class of preferred securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities.") The Trust shall issue no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

                  (b) The Certificates shall be signed on behalf of the Trust by
a Regular Trustee. Such signature shall be the manual signature of any Regular
Trustee. In case any Regular Trustee of the Trust who shall have signed any of
the Securities shall cease to be such Regular Trustee before the Certificates so
signed shall be delivered by the Trust, such Certificates nevertheless may be
delivered as though the person who signed such Certificates had not ceased to be
such Regular Trustee; and any Certificate may be signed on behalf of the Trust
by such persons who, at the actual date of execution of such Security, shall be
the Regular Trustees of the Trust, although at the date of the execution and
delivery of the Declaration any such person was not such a Regular Trustee.
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Regular Trustees, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements as
the Regular Trustees may deem appropriate, or as may be required to comply with
any law or with any rule or regulation of any stock exchange on which Securities
may be listed, or to conform to usage.

                  (c) The consideration received by the Trust for the issuance
of the Securities shall constitute a contribution to the capital of the Trust
and shall not constitute a loan to the Trust.

                  (d) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable.

                  (e) Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration.

            Section 7.2 Paying Agent.

            In the event that the Preferred Securities are not in book-entry
only form, the Trust shall maintain in the Borough of Manhattan, City of New
York, State of New York, an office or agency where the Preferred Securities may
be presented for payment ("Paying Agent"). The Trust may appoint the Paying
Agent and may appoint one or more additional paying agents in such other
locations as it shall determine. The term "Paying Agent" includes any additional
paying agent. The Trust may change any Paying Agent without prior notice to any
Holder. The Trust shall notify the Institutional Trustee of the name and address
of any Agent not a party to this Declaration. If the Trust fails to appoint or
maintain another entity as Paying Agent, the Institutional Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent.


                                       31

<PAGE>
The Trust shall initially act as Paying Agent for the Preferred Securities and
the Common Securities.

                                  ARTICLE VIII
                              TERMINATION OF TRUST

            Section 8.1 Termination of Trust.

                  (a) The Trust shall terminate:

                  (i) upon the bankruptcy of the Sponsor;

                  (ii) upon the filing of a certificate of dissolution or its
            equivalent with respect to the Sponsor; the filing of a certificate
            of cancellation with respect to the Trust after having obtained the
            consent of a majority in liquidation amount of the Securities voting
            together as a single class to file such certificate of cancellation
            or the revocation of the Sponsor's charter and the expiration of 90
            days after the date of revocation without a reinstatement thereof;

                  (iii) upon the entry of a decree of judicial dissolution of
            the Holder of the Common Securities, the Sponsor or the Trust;

                  (iv) when all of the Securities shall have been called for
            redemption and the amounts necessary for redemption thereof shall
            have been paid to the Holders in accordance with the terms of the
            Securities;

                  (v) upon the occurrence and continuation of a Special Event
            pursuant to which the Trust shall have been dissolved in accordance
            with the terms of the Securities and all of the Debentures shall
            have been distributed to the Holders of Securities in exchange for
            all of the Securities; or

                  (vi) before the issuance of any Securities, with the consent
            of all of the Regular Trustees and the Sponsor.

                  (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

                  (c) The provisions of Article X shall survive the termination
of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS


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<PAGE>
            Section 9.1 Transfer of Securities.

                  (a) Securities may only be transferred, in whole or in part,
in accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

                  (b) Subject to this Article IX, Preferred Securities shall be
freely transferable.

                  (c) The Sponsor may not transfer the Common Securities, except
as required by operation of law.

            Section 9.2 Transfer of Certificates.

            The Regular Trustees shall provide for the registration of
Certificates and of transfers of Certificates, which will be effected without
charge but only upon payment (with such indemnity as the Regular Trustees may
require) in respect of any tax or other government charges that may be imposed
in relation to it. Upon surrender for registration of transfer of any
Certificate, the Regular Trustees shall cause one or more new Certificates to be
issued in the name of the designated transferee or transferees. Every
Certificate surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the Regular Trustees duly
executed by the Holder or such Holder's attorney duly authorized in writing.
Each Certificate surrendered for registration of transfer shall be canceled by
the Regular Trustees. A transferee of a Certificate shall be entitled to the
rights and subject to the obligations of a Holder hereunder upon the receipt by
such transferee of a Certificate. By acceptance of a Certificate, each
transferee shall be deemed to have agreed to be bound by this Declaration.

            Section 9.3 Deemed Security Holders.

            The Trustees may treat the Person in whose name any Certificate
shall be registered on the books and records of the Trust as the sole holder of
such Certificate and of the Securities represented by such Certificate for
purposes of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

            Section 9.4 Book Entry Interests.

            Unless otherwise specified in the terms of the Preferred Securities,
the Preferred Securities Certificates, on original issuance, will be issued in
the form of one or more, fully registered, global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Global Certificates shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of DTC, and no Preferred Security Beneficial Owner will
receive a definitive Preferred Security Certificate representing such Preferred
Security Beneficial Owner's interests in such


                                       33

<PAGE>
Global Certificates, except as provided in Section 9.7. Unless and until
definitive, fully registered Preferred Security Certificates (the "Definitive
Preferred Security Certificates") have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7:

                  (a) the provisions of this Section 9.4 shall be in full force
and effect;

                  (b) the Trust and the Trustees shall be entitled to deal with
the Clearing Agency for all purposes of this Declaration (including the payment
of Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to the Preferred
Security Beneficial Owners;

                  (c) to the extent that the provisions of this Section 9.4
conflict with any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

                  (d) the rights of the Preferred Security Beneficial Owners
shall be exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such Preferred Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants and receive and transmit payments of Distributions on the Global
Certificates to such Clearing Agency Participants. DTC will make book entry
transfers among the Clearing Agency Participants.

            Section 9.5 Notices to Clearing Agency.

            Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7, the Regular Trustees shall give all
such notices and communications specified herein to be given to the Preferred
Security Holders to the Clearing Agency, and shall have no notice obligations to
the Preferred Security Beneficial Owners.

            Section 9.6 Appointment of Successor Clearing Agency.

            If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the Regular
Trustees may, in their sole discretion, appoint a successor Clearing Agency with
respect to such Preferred Securities.

            Section 9.7 Definitive Preferred Security Certificates.

            If:

                  (a) a Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities and a successor
Clearing Agency is not appointed within 90 days after such discontinuance
pursuant to Section 9.6; or


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<PAGE>
                  (b) the Regular Trustees elect after consultation with the
Sponsor to terminate the book entry system through the Clearing Agency with
respect to the Preferred Securities,

            then:

                  (c) Definitive Preferred Security Certificates shall be
prepared by the Regular Trustees on behalf of the Trust with respect to such
Preferred Securities; and

                  (d) upon surrender of the Global Certificates by the Clearing
Agency, accompanied by registration instructions, the Regular Trustees shall
cause Definitive Certificates to be delivered to Preferred Security Beneficial
Owners in accordance with the instructions of the Clearing Agency. Neither the
Trustees nor the Trust shall be liable for any delay in delivery of such
instructions and each of them may conclusively rely on and shall be protected in
relying on, said instructions of the Clearing Agency. The Definitive Preferred
Security Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by their execution thereof, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements as the Regular Trustees may deem appropriate, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which Preferred Securities
may be listed, or to conform to usage.

            Section 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.

            If:

                  (a) any mutilated Certificates should be surrendered to the
Regular Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and

                  (b) there shall be delivered to the Regular Trustees such
security or indemnity as may be required by them to keep each of the Trustees
harmless.

then, in the absence of notice that such Certificate shall have been acquired by
a protected purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like denomination. In connection
with the issuance of any new Certificate under this Section 9.8, the Regular
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive evidence
of an ownership interest in the relevant Securities, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.


                                       35

<PAGE>
                                   ARTICLE X
                       LIMITATION OF LIABILITY OF HOLDERS
                        OF SECURITIES, TRUSTEES OR OTHERS

            Section 10.1 Liability.

                  (a) Except as expressly set forth in this Declaration, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not be:

                  (i) personally liable for the return of any portion of the
            capital contributions (or any return thereon) of the Holders of the
            Securities which shall be made solely from assets of the Trust; an

                  (ii) be required to pay to the Trust or to any Holder of
            Securities any deficit upon dissolution of the Trust or otherwise.

                  (b) The Holder of the Common Securities shall be liable for
all of the debts and obligations of the Trust (other than with respect to the
Securities) to the extent not satisfied out of the Trust's assets.

                  (c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

            Section 10.2 Exculpation.

                  (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence (or in
the case of the Institutional Trustee, ordinary negligence) or willful
misconduct with respect to such acts or omissions.

                  (b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.


                                       36

<PAGE>
            Section 10.3 Fiduciary Duty.

                  (a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Institutional Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.

                  (b) Unless otherwise expressly provided herein:

                  (i) whenever a conflict of interest exists or arises between
            any Covered Persons; or

                  (ii) whenever this Declaration or any other agreement
            contemplated herein or therein provides that an Indemnified Person
            shall act in a manner that is, or provides terms that are, fair and
            reasonable to the Trust or any Holder of Securities;

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each the relative interest of each party
(including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

                  (c) Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                  (i) in its "discretion" or under a grant of similar authority,
            the Indemnified Person shall be entitled to consider such interests
            and factors as it desires, including its own interests, and shall
            have no duty or obligation to give any consideration to any interest
            of or factors affecting the Trust or any other Person; or

                  (ii) in its "good faith" or under another express standard,
            the Indemnified Person shall act under such express standard and
            shall not be subject to any other or different standard imposed by
            this Declaration or by applicable law.

            Section 10.4 Indemnification.


                                       37

<PAGE>
                  (a) (i) The Debenture Issuer shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                  (ii) The Debenture Issuer shall indemnify, to the full extent
            permitted by law, any Company Indemnified Person who was or is a
            party or is threatened to be made a party to any threatened, pending
            or completed action or suit by or in the right of the Trust to
            procure a judgment in its favor by reason of the fact that he is or
            was a Company Indemnified Person against expenses (including
            attorneys' fees) actually and reasonably incurred by him in
            connection with the defense or settlement of such action or suit if
            he acted in good faith and in a manner he reasonably believed to be
            in or not opposed to the best interests of the Trust and except that
            no such indemnification shall be made in respect of any claim, issue
            or matter as to which such Company Indemnified Person shall have
            been adjudged to be liable to the Trust unless and only to the
            extent that the Court of Chancery of Delaware or the court in which
            such action or suit was brought shall determine upon application
            that, despite the adjudication of liability but in view of all the
            circumstances of the case, such person is fairly and reasonably
            entitled to indemnity for such expenses which such Court of Chancery
            or such other court shall deem proper.

                  (iii) To the extent that a Company Indemnified Person shall be
            successful on the merits or otherwise (including dismissal of an
            action without prejudice or the settlement of an action without
            admission of liability) in defense of any action, suit or proceeding
            referred to in paragraphs (i) and (ii) of this Section 10.4(a), or
            in defense of any claim, issue or matter therein, he shall be
            indemnified, to the full extent permitted by law, against expenses
            (including attorneys' fees) actually and reasonably incurred by him
            in connection therewith.


                                       38

<PAGE>
                  (iv) Any indemnification under paragraphs (i) and (ii) of this
            Section 10.4(a) (unless ordered by a court) shall be made by the
            Debenture Issuer only as authorized in the specific case upon a
            determination that indemnification of the Company Indemnified Person
            is proper in the circumstances because he has met the applicable
            standard of conduct set forth in paragraphs (i) and (ii). Such
            determination shall be made (1) by the Regular Trustees by a
            majority vote of a quorum consisting of such Regular Trustees who
            were not parties to such action, suit or proceeding, (2) if such a
            quorum is not obtainable, or, even if obtainable, if a quorum of
            disinterested Regular Trustees so directs, by independent legal
            counsel in a written opinion, or (3) by the Common Security Holder
            of the Trust.

                  (v) Expenses (including attorneys' fees) incurred by a Company
            Indemnified Person in defending a civil, criminal, administrative or
            investigative action, suit or proceeding referred to in paragraphs
            (i) and (ii) of this Section 10.4(a) shall be paid by the Debenture
            Issuer in advance of the final disposition of such action, suit or
            proceeding upon receipt of an undertaking by or on behalf of such
            Company Indemnified Person to repay such amount if it shall
            ultimately be determined that he is not entitled to be indemnified
            by the Debenture Issuer as authorized in this Section 10.4(a).
            Notwithstanding the foregoing, no advance shall be made by the
            Debenture Issuer if a determination is reasonably and promptly made
            (i) by the Regular Trustees by a majority vote of a quorum of
            disinterested Regular Trustees, (ii) if such a quorum is not
            obtainable, or, even if obtainable, if a quorum of disinterested
            Regular Trustees so directs, by independent legal counsel in a
            written opinion or (iii) the Common Security Holder of the Trust,
            that, based upon the facts known to the Regular Trustees, counsel or
            the Common Security Holder at the time such determination is made,
            such Company Indemnified Person acted in bad faith or in a manner
            that such person did not believe to be in or not opposed to the best
            interests of the Trust, or, with respect to any criminal proceeding,
            that such Company Indemnified Person believed or had reasonable
            cause to believe his conduct was unlawful. In no event shall any
            advance be made in instances where the Regular Trustees, independent
            legal counsel or Common Security Holder reasonably determine that
            such person deliberately breached his duty to the Trust or its
            Common or Preferred Security Holders.

                  (vi) The indemnification and advancement of expenses provided
            by, or granted pursuant to, the other paragraphs of this Section
            10.4(a) shall not be deemed exclusive of any other rights to which
            those seeking indemnification and advancement of expenses


                                       39

<PAGE>
            may be entitled under any agreement, vote of stockholders or
            disinterested directors of the Debenture Issuer or Preferred
            Security Holders of the Trust or otherwise, both as to action in his
            official capacity and as to action in another capacity while holding
            such office. All rights to indemnification under this Section
            10.4(a) shall be deemed to be provided by a contract between the
            Debenture Issuer and each Company Indemnified Person who serves in
            such capacity at any time while this Section 10.4(a) is in effect.
            Any repeal or modification of this Section 10.4(a) shall not affect
            any rights or obligations then existing.

                  (vii) The Debenture Issuer or the Trust may purchase and
            maintain insurance on behalf of any Person who is or was a Company
            Indemnified Person against any liability asserted against him and
            incurred by him in any such capacity, or arising out of his status
            as such, whether or not the Debenture Issuer would have the power to
            indemnify him against such liability under the provisions of this
            Section 10.4(a).

                  (viii) For purposes of this Section 10.4(a), references to
            "the Trust" shall include, in addition to the resulting or surviving
            entity, any constituent entity (including any constituent of a
            constituent) absorbed in a consolidation or merger, so that any
            person who is or was a director, trustee, officer or employee of
            such constituent entity, or is or was serving at the request of such
            constituent entity as a director, trustee, officer, employee or
            agent of another entity, shall stand in the same position under the
            provisions of this Section 10.4(a) with respect to the resulting or
            surviving entity as he would have with respect to such constituent
            entity if its separate existence had continued.

                  (ix) The indemnification and advancement of expenses provided
            by, or granted pursuant to, this Section 10.4(a) shall, unless
            otherwise provided when authorized or ratified, continue as to a
            person who has ceased to be a Company Indemnified Person and shall
            inure to the benefit of the heirs, executors and administrators of
            such a Person.

                  (b) The Debenture Issuer agrees to indemnify the (i)
Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the
Institutional Trustee or the Delaware Trustee, and (iv) any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Institutional Trustee or the Delaware Trustee (each of
the Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any loss, liability or expense incurred without gross negligence (or, in the
case of the Institutional Trustee, ordinary negligence) or bad faith on its
part, arising out of or in connection with the acceptance


                                       40

<PAGE>
or administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the resignation or
removal of the Institutional Trustee or the Delaware Trustee, as the case may
be, and the satisfaction and discharge of this Declaration.

            Section 10.5 Outside Businesses.

            Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee or the Institutional Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the
Institutional Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.

            Section 10.6 Fees and Expenses

            The Sponsor agrees to pay to the Institutional Trustee and to the
Delaware Trustee from time to time such compensation as the Sponsor and each
such Trustee shall from time to time agree in writing for all services rendered
by such Trustee hereunder and, except as otherwise expressly provided herein, to
reimburse the Institutional Trustee and the Delaware Trustee upon request for
all reasonable expenses, disbursements and advances incurred or made by such
Trustee in accordance with any provision of this Declaration (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to the negligence or bad faith of such Trustee.

                                   ARTICLE XI
                                   ACCOUNTING

            Section 11.1 Fiscal Year.

            The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.


                                       41

<PAGE>
            Section 11.2 Certain Accounting Matters.

                  (a) At all times during the existence of the Trust, the
Regular Trustees shall keep, or cause to be kept, full books of account, records
and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use the accrual method of
accounting for United States federal income tax purposes.

                  (b) The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States federal
income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Regular Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

                  (c) The Regular Trustees shall cause to be duly prepared and
filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by the Regular Trustees on behalf of the Trust with any state or local
taxing authority.

            Section 11.3 Banking.

            The Trust shall maintain one or more bank accounts in the name and
for the sole benefit of the Trust; provided, however, that all payments of funds
in respect of the Debentures held by the Institutional Trustee shall be made
directly to the Institutional Trustee Account and no other funds of the Trust
shall be deposited in the Institutional Trustee Account. The sole signatories
for such accounts shall be designated by the Regular Trustees; provided,
however, that the Institutional Trustee shall designate the signatories for the
Institutional Trustee Account.

            Section 11.4 Withholding.

            The Trust and the Regular Trustees shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any
claimed over withholding, Holders shall be limited to an action against the
applicable jurisdiction. If the


                                       42

<PAGE>
amount required to be withheld was not withheld from actual Distributions made,
the Trust may reduce subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII
                             AMENDMENTS AND MEETINGS

            Section 12.1 Amendments.

                  (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

                  (i) the Regular Trustees (or, if there are more than two
            Regular Trustees a majority of the Regular Trustees);

                  (ii) if the amendment affects the rights, powers, duties,
            obligations or immunities of the Institutional Trustee, the
            Institutional Trustee; and

                  (iii) if the amendment affects the rights, powers, duties,
            obligations or immunities of the Delaware Trustee, the Delaware
            Trustee;

                  (b) no amendment shall be made, and any such purported
amendment shall be void and ineffective:

                  (i) unless, in the case of any proposed amendment, the
            Institutional Trustee shall have first received an Officers'
            Certificate from each of the Trust and the Sponsor that such
            amendment is permitted by, and conforms to, the terms of this
            Declaration (including the terms of the Securities);

                  (ii) unless, in the case of any proposed amendment which
            affects the rights, powers, duties, obligations or immunities of the
            Institutional Trustee, the Institutional Trustee shall have first
            received:

                        (A) an Officers' Certificate from each of the Trust and
                  the Sponsor that such amendment is permitted by, and conforms
                  to, the terms of this Declaration (including the terms of the
                  Securities); and

                        (B) an opinion of counsel (who may be counsel to the

                  Sponsor or the Trust) that such amendment is permitted by, and
                  conforms to, the terms of this Declaration (including the
                  terms of the Securities); and


                                       43

<PAGE>
                  (iii) to the extent the result of such amendment would be to:

                        (A) cause the trust to fail to continue to be classified
                  for purposes of United States federal income taxation as a
                  grantor trust;

                        (B) reduce or otherwise adversely affect the powers of
                  the Institutional Trustee in contravention of the Trust
                  Indenture Act; or

                        (C) cause the Trust to be deemed to be an Investment
                  Company required to be registered under the Investment Company
                  Act;

                  (c) at such time after the Trust has issued any Securities
that remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be set forth in the terms of such
Securities;

                  (d) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

                  (e) Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities;

                  (f) the rights of the holders of the Common Securities under
Article V to increase or decrease the number of, and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities; and

                  (g) notwithstanding Section 12.1(c), this Declaration may be
amended without the consent of the Holders of the Securities to:

                  (i) cure any ambiguity;

                  (ii) correct or supplement any provision in this Declaration
            that may be defective or inconsistent with any other provision of
            this Declaration;

                  (iii) add to the covenants, restrictions or obligations of the
            Sponsor;

                  (iv) to conform to any change in Rule 3a-5 or written change
            in interpretation or application of Rule 3a-5 by any legislative
            body, court, government agency or regulatory authority which


                                       44

<PAGE>
            amendment does not have a material adverse effect on the right,
            preferences or privileges of the Holders; and

                  (v) to modify, eliminate and add to any provision of this
            Declaration to such extent as may be necessary as determined in good
            faith by the Regular Trustees.

            Section 12.2 Meetings of the Holders of Securities; Action by
Written Consent.

                  (a) Meetings of the Holders of any class of Securities may be
called at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at
least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Security Certificates held by the Holders of Securities exercising the right to
call a meeting and only those Securities specified shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

                  (b) Except to the extent otherwise provided in the terms of
the Securities, the following provisions shall apply to meetings of Holders of
Securities:

                  (i) notice of any such meeting shall be given to all the
            Holders of Securities having a right to vote thereat at least 7 days
            and not more than 60 days before the date of such meeting. Whenever
            a vote, consent or approval of the Holders of Securities is
            permitted or required under this Declaration or the rules of any
            stock exchange on which the Preferred Securities are listed or
            admitted for trading, such vote, consent or approval may be given at
            a meeting of the Holders of Securities. Any action that may be taken
            at a meeting of the Holders of Securities may be taken without a
            meeting if a consent in writing setting forth the action so taken is
            signed by the Holders of Securities owning not less than the minimum
            amount of Securities in liquidation amount that would be necessary
            to authorize or take such action at a meeting at which all Holders
            of Securities having a right to vote thereon were present and
            voting. Prompt notice of the taking of action without a meeting
            shall be given to the Holders of Securities entitled to vote who
            have not consented in writing. The Regular Trustees may specify that
            any written ballot submitted to the Security Holder for the purpose
            of taking any action without a meeting shall be returned to the
            Trust within the time specified by the Regular Trustees;


                                       45

<PAGE>
                  (ii) each Holder of a Security may authorize any Person to act
            for it by proxy on all matters in which a Holder of Securities is
            entitled to participate, including waiving notice of any meeting, or
            voting or participating at a meeting. No proxy shall be valid after
            the expiration of 11 months from the date thereof unless otherwise
            provided in the proxy. Every proxy shall be revocable at the
            pleasure of the Holder of Securities executing it. Except as
            otherwise provided herein, all matters relating to the giving,
            voting or validity of proxies shall be governed by the General
            Corporation Law of the State of Delaware relating to proxies, and
            judicial interpretations thereunder, as if the Trust were a Delaware
            corporation and the Holders of the Securities were stockholders of a
            Delaware corporation;

                  (iii) each meeting of the Holders of the Securities shall be
            conducted by the Regular Trustees or by such other Person that the
            Regular Trustees may designate; and

                  (iv) unless the Business Trust Act, this Declaration, the
            terms of the Securities, the Trust Indenture Act or the listing
            rules of any stock exchange on which the Preferred Securities are
            then listed or trading, otherwise provides, the Regular Trustees, in
            their sole discretion, shall establish all other provisions relating
            to meetings of Holders of Securities, including notice of the time,
            place or purpose of any meeting at which any matter is to be voted
            on by any Holders of Securities, waiver of any such notice, action
            by consent without a meeting, the establishment of a record date,
            quorum requirements, voting in person or by proxy or any other
            matter with respect to the exercise of any such right to vote.

                                  ARTICLE XIII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

            Section 13.1 Representations and Warranties of Institutional
Trustee.

            The Trustee that acts as initial Institutional Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Institutional Trustee represents and warrants to the Trust
and the Sponsor at the time of the Successor Institutional Trustee's acceptance
of its appointment as Institutional Trustee that:

                  (a) the Institutional Trustee is a New York banking
corporation with trust powers, duly organized, validly existing and in good
standing under the laws of the State of New York, with trust power and authority
to execute and deliver, and to carry out and perform its obligations under the
terms of, this Declaration;


                                       46

<PAGE>
                  (b) the execution, delivery and performance by the
Institutional Trustee of this Declaration has been duly authorized by all
necessary corporate action on the part of the Institutional Trustee. This
Declaration has been duly executed and delivered by the Institutional Trustee,
and it constitutes a legal, valid and binding obligation of the Institutional
Trustee, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency, and other similar
laws affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

                  (c) the execution, delivery and performance of this
Declaration by the Institutional Trustee does not conflict with or constitute a
breach of the Articles of Organization or By-laws of the Institutional Trustee;
and

                  (d) no consent, approval or authorization of, or registration
with or notice to, any State or Federal banking authority is required for the
execution, delivery or performance by the Institutional Trustee, of this
Declaration.

            Section 13.2 Representations and Warranties of Delaware Trustee.

            The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

                  (a) The Delaware Trustee is a national banking association
with trust powers, duly organized, validly existing and in good standing under
the laws of the United States, with trust power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration.

                  (b) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Declaration. This
Declaration under Delaware law constitutes a legal, valid and binding obligation
of the Delaware Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, reorganization, moratorium, insolvency, and
other similar laws affecting creditors' rights generally and to general
principles of equity and the discretion of the court (regardless of whether the
enforcement of such remedies is considered in a proceeding in equity or at law).

                  (c) No consent, approval or authorization of, or registration
with or notice to, any State or Federal banking authority is required for the
execution, delivery or performance by the Delaware Trustee, of this Declaration.

                  (d) The Delaware Trustee is an entity which has its principal
place of business in the State of Delaware.

                                  ARTICLE XIV
                                  MISCELLANEOUS


                                       47

<PAGE>
            Section 14.1 Notices.

            All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered, telecopied
or mailed by registered or certified mail, as follows:

                  (a) if given to the Trust, in care of the Regular Trustees at
the Trust's mailing address set forth below (or such other address as the Trust
may give notice of to the Holders of the Securities):

                     Unisys Capital Trust [I] [II]
                     Unisys Corporation
                     Unisys Way
                     Blue Bell, PA  19424
                     Attention: _____________

                  (b) if given to the Delaware Trustee, at the mailing address
set forth below (or such other address as Delaware Trustee may give notice of to
the Holders of the Securities):

                     HSBC Bank & Trust Company (Delaware), National Association
                     1201 Market Street
                     Wilmington, Delaware 19801
                     Attention: ____________________________

                  (c) if given to the Institutional Trustee, at the
Institutional Trustee's mailing address set forth below (or such other address
as the Institutional Trustee may give notice of to the Holders of the
Securities):

                     HSBC Bank USA
                     452 Fifth Avenue
                     New York, New York 10018
                     Attention: Issuer Services

                  (d) if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities may give notice to the Trust):

                     Unisys Corporation
                     Unisys Way
                     Blue Bell, PA  19424

                  (e) if given to any other Holder, at the address set forth on
the books and records of the Trust.


                                       48

<PAGE>
            All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

            Section 14.2 Governing Law.

            This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

            Section 14.3 Intention of the Parties.

            It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention of
the parties.

            Section 14.4 Headings.

            Headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration or
any provision hereof.

            Section 14.5 Successors and Assigns.

            Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

            Section 14.6 Partial Enforceability.

            If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

            Section 14.7 Counterparts.

            This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.


                                       49

<PAGE>
            IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                  ____________________________
                                  ________________ , as Regular Trustee


                                  ____________________________
                                  ________________ , as Regular Trustee


                                  ____________________________
                                  ________________ , as Regular Trustee


                                  HSBC BANK & TRUST COMPANY (DELAWARE),
                                  NATIONAL ASSOCIATION, as
                                  Delaware Trustee

                                  By: ______________________________
                                      Name:
                                      Title:


                                  HSBC BANK USA, as Institutional Trustee

                                  By: ______________________________
                                      Name:
                                      Title:


                                       50

<PAGE>
                                  UNISYS CORPORATION, as Sponsor
                                  and as Debenture Issuer


                                  By: ______________________________
                                      Name:
                                      Title:


                                       51

<PAGE>
                                     ANNEX I

                                    TERMS OF
                   ___% TRUST ORIGINATED PREFERRED SECURITIES
                     ___% TRUST ORIGINATED COMMON SECURITIES

            Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of _______, (as amended from time to time, the "Declaration"),
the designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Preferred Securities and the Common Securities are set out
below (each capitalized term used but not defined herein has the meaning set
forth in the Declaration or, if not defined in such Declaration, as defined in
the Prospectus referred to below):

                  1. Designation and Number.

                  (a) Preferred Securities. [ ] Preferred Securities of the
Trust with an aggregate liquidation amount with respect to the assets of the
Trust of [ ] dollars ($[ ]) and a liquidation amount with respect to the assets
of the Trust of $25 per preferred security, are hereby designated for the
purposes of identification only as "_____% Trust Originated Preferred
Securities(SM) ('TOPrS'(SM))" ( the "Preferred Securities"). The Preferred
Security Certificates evidencing the Preferred Securities shall be substantially
in the form of Exhibit A-1 to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice or to conform to the rules of any stock exchange on which the Preferred
Securities are listed.

                  (b) Common Securities. [ ] Common Securities of the Trust with
an aggregate liquidation amount with respect to the assets of the Trust of [ ]
dollars ($[ ]) and a liquidation amount with respect to the assets of the Trust
of $25 per common security, are hereby designated for the purposes of
identification only as "______% Trust Originated Common Securities" (the "Common
Securities"). The Common Security Certificates evidencing the Common Securities
shall be substantially in the form of Exhibit A-2 to the Declaration, with such
changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.

                  2. Distributions.

                  (a) Distributions payable on each Security will be fixed at a
rate per annum of ______% (the "Coupon Rate") of the stated liquidation amount
of $25 per Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears for
more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor. The amount of Distributions payable for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-


                                       1

<PAGE>
day months, and for any period shorter than a full quarterly Distribution period
for which Distributions are computed, Distributions will be computed on the
basis of the actual number of days elapsed per 90-day quarter.

                  (b) Distributions on the Securities will be cumulative, will
accrue from ________, and will be payable quarterly in arrears, on [March 31,
June 30, September 30, and December 31] of each year, commencing on _______,
except as otherwise described below. The Debenture Issuer has the right under
the Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding 20
consecutive quarters or extend beyond the maturity date of the Debentures (each
an "Extension Period"), during which Extension Period no interest shall be due
and payable on the Debentures, provided that no Extension Period shall last
beyond the date of maturity of the Debentures. As a consequence of such
deferral, Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded quarterly during any
such Extension Period. Prior to the termination of any such Extension Period,
the Debenture Issuer may further extend such Extension Period; provided that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity of
the Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

                  (c) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. While the Preferred Securities remain in book-entry only
form, the relevant record dates shall be one Business Day prior to the relevant
payment dates which payment dates correspond to the interest payment dates on
the Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Preferred
Securities will be made as described under the heading "Description of the
Preferred Securities -- Book-Entry Only Issuance -- The Depository Trust
Company" in the Prospectus Supplement dated ______, ("Prospectus Supplement") to
the Prospectus dated ______, 2002 (together, the "Prospectus"), of the Trust
included in the Registration Statement on Form S-3 of the Sponsor, the Trust and
certain other business trusts. The relevant record dates for the Common
Securities shall be the same record date as for the Preferred Securities. If the
Preferred Securities shall not continue to remain in book-entry only form, the
relevant record dates for the Preferred Securities shall conform to the rules of
any securities exchange on which the securities are listed and, if none, shall
be selected by the Regular Trustees, which dates shall be at least one Business
Day but not more than 60 Business Days before the relevant payment dates, which
payment dates correspond to the interest payment dates on the Debentures.
Distributions payable on any Securities that are not punctually paid on any
Distribution payment date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, will cease to be payable to the Person in
whose name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the


                                       2

<PAGE>
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.

                  (d) In the event that there is any money or other property
held by or for the Trust that is not accounted for hereunder, such property
shall be distributed Pro Rata (as defined herein) among the Holders of the
Securities.

                  3. Liquidation Distribution Upon Dissolution.

            In the event of any voluntary or involuntary dissolution, winding-up
or termination of the Trust, the Holders of the Securities on the date of the
dissolution, winding-up or termination, as the case may be, will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors an amount equal to the
aggregate of the stated liquidation amount of $25 per Security plus accrued and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"), unless, in connection with such dissolution,
winding-up or termination, Debentures in an aggregate stated principal amount
equal to the aggregate stated liquidation amount of such Securities, with an
interest rate equal to the Coupon Rate of, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on, such
Securities, shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.

            If, upon any such dissolution, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on the Securities shall be paid on a Pro Rata basis.

                  4. Redemption and Distribution.

                  (a) Upon the repayment of the Debentures in whole or in part,
whether at maturity or upon redemption (either at the option of the Debenture
Issuer or pursuant to a Tax Event as described below), the proceeds from such
repayment or payment shall be simultaneously applied to redeem Securities having
an aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so repaid or redeemed at a redemption price of $25 per Security plus
an amount equal to accrued and unpaid Distributions thereon at the date of the
redemption, payable in cash (the "Redemption Price"). Holders will be given not
less than 30 nor more than 60 days notice of such redemption.

                  (b) If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Preferred Securities will be redeemed
Pro Rata and the Preferred Securities to be redeemed will be as described in
Section 4(f)(ii) below.

                  (c) If, at any time, a Tax Event or an Investment Company
Event (each as defined below, and each a "Special Event") shall occur and be
continuing the Regular


                                       3

<PAGE>
Trustees shall, except in certain limited circumstances described in this
Section 4(c), dissolve the Trust and, after satisfaction of creditors, cause
Debentures held by the Institutional Trustee, having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an interest
rate identical to the Coupon Rate of, and accrued and unpaid interest equal to
accrued and unpaid Distributions on, and having the same record date for payment
as the Securities, to be distributed to the Holders of the Securities in
liquidation of such Holders' interests in the Trust on a Pro Rata basis, within
90 days following the occurrence of such Special Event (the "90 Day Period");
provided, however, that in the event of a Tax Event, as a condition of such
dissolution and distribution, the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "No Recognition Opinion"), which opinion may rely on published
revenue rulings of the Internal Revenue Service, to the effect that the Holders
of the Securities will not recognize any gain or loss for United States federal
income tax purposes as a result of the dissolution of the Trust and the
distribution of Debentures, and provided, further, that, if at the time there is
available to the Trust the opportunity to eliminate, within the 90 Day Period,
the Tax Event by taking some ministerial action, such as filing a form or making
an election, or pursuing some other similar reasonable measure that has no
adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of
the Securities ("Ministerial Action"), the Trust will pursue such Ministerial
Action in lieu of dissolution.

            If in the event of a Tax Event, (i) after receipt of a Tax Event
Opinion (as defined hereinafter) by the Regular Trustees, the Debenture Issuer
has received an opinion (a "Redemption Tax Opinion") of a nationally recognized
independent tax counsel experienced in such matters that, as a result of a Tax
Event, there is more than an insubstantial risk that the Debenture Issuer would
be precluded from deducting the interest on the Debentures for United States
federal income tax purposes even after the Debentures were distributed to the
Holders of Securities in liquidation of such Holders' interests in the Trust as
described in this Section 4(c), or (ii) the Regular Trustees shall have been
informed by such tax counsel that a No Recognition Opinion cannot be delivered
to the Trust, the Debenture Issuer shall have the right at any time, upon not
less than 30 nor more than 60 days notice, to redeem the Debentures in whole or
in part for cash within 90 days following the occurrence of such Tax Event, and,
following such redemption, Securities with an aggregate liquidation amount equal
to the aggregate principal amount of the Debentures so redeemed shall be
redeemed by the Trust at the Redemption Price on a Pro Rata basis; provided,
however, that, if at the time there is available to the Debenture Issuer or the
Trust the opportunity to eliminate, within such 90 day period, the Tax Event by
taking some Ministerial Action, the Trust or the Debenture Issuer will pursue
such Ministerial Action in lieu of redemption.

            In lieu of the foregoing options, the Debenture Issuer shall also
have the option of causing the Securities to remain outstanding and pay
Additional Interest.

            "Tax Event" means that the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in such
matters (a "Tax Event Opinion") to the effect that on or after the date of the
Prospectus Supplement, as a result of (a) any amendment to, clarification of or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, (b) any judicial
decision, official


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administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action") or (c) any amendment to,
clarification of, or change in the official position or the interpretation of
such Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, by any legislative body,
court, governmental authority or regulatory body, irrespective of the manner in
which such amendment, clarification or change is made known, which amendment,
clarification, or change is effective or such pronouncement or decision is
announced, in each case, on or after, the first date of issuance of the
Securities, there is more than an insubstantial risk that (i) the Trust is or
will be within 90 days of the date thereof, subject to United States federal
income tax with respect to interest accrued or received on the Debentures, (ii)
the Trust is, or will be within 90 days of the date thereof, subject to more
than a de minimis amount of taxes, duties or other governmental charges, or
(iii) interest payable by the Debenture Issuer to the Trust on the Debentures is
not, or within 90 days of the date thereof will not be, deductible, in whole or
in part, by the Debenture Issuer for United States federal income tax purposes.

            "Investment Company Event" means the Regular Trustees shall have
obtained an opinion from independent counsel experienced in practice under the
Investment Company Act, to the effect that, as a result of the occurrence of a
change in law or regulation or a written change in interpretation or application
of law or regulation by any legislative body, court, governmental agency or
regulatory authority, which change is enacted, promulgated, issued or becomes
effective on or after the date of the Prospectus Supplement (a "Change in
Investment Company Act Law"), there is more than an insubstantial risk that the
Trust is or will be considered an investment company that is required to be
registered under the Investment Company Act.

            On and from the date fixed by the Regular Trustees for any
distribution of Debentures and dissolution of the Trust: (i) the Securities will
no longer be deemed to be outstanding, (ii) The Depository Trust Company (the
"Depository") or its nominee (or any successor Clearing Agency or its nominee),
as the record Holder of the Preferred Securities, will receive a registered
global certificate or certificates representing the Debentures to be delivered
upon such distribution and any certificates representing Securities, except for
certificates representing Preferred Securities held by the Depository or its
nominee (or any successor Clearing Agency or its nominee), will be deemed to
represent beneficial interests in the Debentures having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an interest
rate identical to the Coupon Rate of, and accrued and unpaid interest equal to
accrued and unpaid Distributions on such Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissue.

                  (d) The Trust may not redeem fewer than all the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

                  (e) If the Debentures are distributed to holders of the
Securities, pursuant to the terms of the Indenture, the Debenture Issuer will
use its best efforts to have the


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<PAGE>
Debentures listed on the New York Stock Exchange or on such other exchange as
the Preferred Securities were listed immediately prior to the distribution of
the Debentures.

                  (f) "Redemption or Distribution Procedures."

                  (i) Notice of any redemption of, or notice of distribution of
            Debentures in exchange for the Securities (a
            "Redemption/Distribution Notice") will be given by the Trust by mail
            to each Holder of Securities to be redeemed or exchanged not fewer
            than 30 nor more than 60 days before the date fixed for redemption
            or exchange thereof which, in the case of a redemption, will be the
            date fixed for redemption of the Debentures. For purposes of the
            calculation of the date of redemption or exchange and the dates on
            which notices are given pursuant to this Section 4(f)(i), a
            Redemption/ Distribution Notice shall be deemed to be given on the
            day such notice is first mailed by first-class mail, postage
            prepaid, to Holders of Securities. Each Redemption/Distribution
            Notice shall be addressed to the Holders of Securities at the
            address of each such Holder appearing in the books and records of
            the Trust. No defect in the Redemption/Distribution Notice or in the
            mailing of either thereof with respect to any Holder shall affect
            the validity of the redemption or exchange proceedings with respect
            to any other Holder.

                  (ii) In the event that fewer than all the outstanding
            Securities are to be redeemed, the Securities to be redeemed shall
            be redeemed Pro Rata from each Holder of Preferred Securities, it
            being understood that, in respect of Preferred Securities registered
            in the name of and held of record by the Depository or its nominee
            (or any successor Clearing Agency or its nominee) or any nominee,
            the distribution of the proceeds of such redemption will be made to
            each Clearing Agency Participant (or Person on whose behalf such
            nominee holds such securities) in accordance with the procedures
            applied by such agency or nominee.

                  (iii) If Securities are to be redeemed and the Trust gives a
            Redemption/Distribution Notice, which notice may only be issued if
            the Debentures are redeemed as set out in this Section 4 (which
            notice will be irrevocable), then (A) while the Preferred Securities
            are in book-entry only form, with respect to the Preferred
            Securities, by 12:00 noon, New York City time, on the redemption
            date, provided that the Debenture Issuer has paid the Institutional
            Trustee a sufficient amount of cash in connection with the related
            redemption or maturity of the Debentures, the Institutional Trustee
            will deposit irrevocably with the Depository or its nominee (or
            successor Clearing Agency or its nominee) funds sufficient to pay
            the


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<PAGE>
            applicable Redemption Price with respect to the Preferred Securities
            and will give the Depository irrevocable instructions and authority
            to pay the Redemption Price to the Holders of the Preferred
            Securities, and (B) with respect to Preferred Securities issued in
            definitive form and Common Securities, provided that the Debenture
            Issuer has paid the Institutional Trustee a sufficient amount of
            cash in connection with the related redemption or maturity of the
            Debentures, the Institutional Trustee will pay the relevant
            Redemption Price to the Holders of such Securities by check mailed
            to the address of the relevant Holder appearing on the books and
            records of the Trust on the redemption date. If a
            Redemption/Distribution Notice shall have been given and funds
            deposited as required, if applicable, then immediately prior to the
            close of business on the date of such deposit, or on the redemption
            date, as applicable, distributions will cease to accrue on the
            Securities so called for redemption and all rights of Holders of
            such Securities so called for redemption will cease, except the
            right of the Holders of such Securities to receive the Redemption
            Price, but without interest on such Redemption Price. Neither the
            Regular Trustees nor the Trust shall be required to register or
            cause to be registered the transfer of any Securities that have been
            so called for redemption. If any date fixed for redemption of
            Securities is not a Business Day, then payment of the Redemption
            Price payable on such date will be made on the next succeeding day
            that is a Business Day (and without any interest or other payment in
            respect of any such delay) except that, if such Business Day falls
            in the next calendar year, such payment will be made on the
            immediately preceding Business Day, in each case with the same force
            and effect as if made on such date fixed for redemption. If payment
            of the Redemption Price in respect of any Securities is improperly
            withheld or refused and not paid either by the Institutional Trustee
            or by the Sponsor as guarantor pursuant to the relevant Securities
            Guarantee, Distributions on such Securities will continue to accrue
            from the original redemption date to the actual date of payment, in
            which case the actual payment date will be considered the date fixed
            for redemption for purposes of calculating the Redemption Price.

                  (iv) Redemption/Distribution Notices shall be sent by the
            Regular Trustees on behalf of the Trust to (A) in respect of the
            Preferred Securities, the Depository or its nominee (or any
            successor Clearing Agency or its nominee) if the Global Certificates
            have been issued or, if Definitive Preferred Security Certificates
            have been issued, to the Holder thereof, and (B) in respect of the
            Common Securities to the Holder thereof.


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                  (v) Subject to the foregoing and applicable law (including,
            without limitation, United States federal securities laws), provided
            the acquiror is not the Holder of the Common Securities or the
            obligor under the Indenture, the Sponsor or any of its subsidiaries
            may at any time and from time to time purchase outstanding Preferred
            Securities by tender, in the open market or by private agreement.

                  5. Voting Rights - Preferred Securities.

                  (a) Except as provided under Sections 5(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

                  (b) Subject to the requirements set forth in this paragraph,
the Holders of a majority in aggregate liquidation amount of the Preferred
Securities, voting separately as a class may direct the time, method, and place
of conducting any proceeding for any remedy available to the Institutional
Trustee, or exercising any trust or power conferred upon the Institutional
Trustee under the Declaration, including the right to direct the Institutional
Trustee, as holder of the Debentures, to (i) exercise the remedies available
under the Indenture conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under Section ___ of the Indenture, or (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Debentures shall be due and payable, provided, however, that, where a
consent under the Indenture would require the consent or act of the Holders of
greater than a majority in principal amount of Debentures affected thereby (a
"Super Majority"), the Institutional Trustee may only give such consent or take
such action at the written direction of the Holders of at least the proportion
in liquidation amount of the Preferred Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding. The Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
Other than with respect to directing the time, method and place of conducting
any remedy available to the Institutional Trustee or the Debenture Trustee as
set forth above, the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Preferred Securities under
this paragraph unless there has bee delivered to the Institutional Trustee an
opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action. If a Declaration Event of Default has occurred
and is continuing and such event is attributable to the failure of the Debenture
Issuer to pay interest or principal on the Debentures on the date such interest
or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of or
interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holder (a "Direct
Action") on or after the respective due date specified in the Debentures. In
connection with such Direct Action, the rights of the holders of the Common
Securities Holder will be


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<PAGE>
subrogated to the rights of such holder of Preferred Securities to the extent of
any payment made by the Issuer to such holder of Preferred Securities in such
Direct Action. Except as provided in the preceding sentences, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures. Any approval or direction of Holders
of Preferred Securities may be given at a separate meeting of Holders of
Preferred Securities convened for such purpose, at a meeting of all of the
Holders of Securities in the Trust or pursuant to written consent. The Regular
Trustees will cause a notice of any meeting at which Holders of Preferred
Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record of
Preferred Securities. Each such notice will include a statement setting forth
(i) the date of such meeting or t