As filed with the Securities and Exchange Commission on December 26, 2000
                                                          Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                             BLACK HILLS CORPORATION
               (FORMERLY KNOWN AS BLACK HILLS HOLDING CORPORATION)
             (Exact name of registrant as specified in its charter)
                                  ------------

    South Dakota                    4911                    46-0458824
   (State or other       (Primary Standard Industrial    (I.R.S. Employer
jurisdiction of incorp-   Classification Code Number)   Identification Number)
oration or organization)          ------------

                                625 Ninth Street
                                  P.O. Box 1400
                         Rapid City, South Dakota 57709
                                 (605) 721-1700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
                                  ------------

                               Daniel P. Landguth
                            Chairman of the Board and
                             Chief Executive Officer
                                625 Ninth Street
                                 P.O. Box 1400
                         Rapid City, South Dakota 57709
                                 (605) 721-1700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)

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

                                 WITH COPIES TO:
                                                             
 Robert J. Melgaard, Esq.          John K. Nooney, Esq.                Vincent J. Pisano, Esq.
    Conner & Winters,       Morrill Thomas Nooney & Braun, LLP    Skadden, Arps, Slate, Meagher &
A Professional Corporation           625 Ninth Street                         Flom LLP
3700 First Place Tower                P.O. Box  8108                      Four Times Square
  15 East Fifth Street                  Rapid City,                           New York,
 Tulsa, Oklahoma 74103               South Dakota 57709                     New York 10036

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

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this Registration Statement becomes
effective.

       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, other than securities offered only in connection with
dividend or interest reinvestment plans, please 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, 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, check the following box. | |

                                               CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                           PROPOSED
                                                                            MAXIMUM         PROPOSED MAXIMUM       AMOUNT OF
             TITLE OF EACH CLASS OF                      AMOUNT TO BE    OFFERING PRICE         AGGREGATE         REGISTRATION
          SECURITIES TO BE REGISTERED(1)                 REGISTERED(1)     PER UNIT(1)     OFFERING PRICE(1)(2)      FEE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
    Debt Securities.............................

    Preferred Stock.............................

    Common Stock ($1.00 par value)..............

    Warrants....................................

                                           TOTAL         $400,000,000         100%             $400,000,000         $100,000
=================================================================================================================================

(1)  Certain information as to each class of securities being registered is
     not specified in accordance with General Instruction II.D. to Form S-3.
     Subject to footnote (2) below, there is being registered for issuance and
     sale from time to time, an indeterminate principal amount of debt
     securities (including senior debt securities and subordinated debt
     securities), an indeterminate number of shares of preferred stock and
     common stock, and an indeterminate number of warrants. In addition, these
     securities may be issued upon conversion, redemption, or exercise of debt
     securities, preferred stock, and/or warrants. The proposed maximum
     offering price per unit will be determined from time to time by the
     Registrant in connection with the issuance by the Registrant of the
     securities registered hereunder.

(2)  The proposed maximum aggregate offering price has been estimated solely
     for the purpose of calculating the registration fee pursuant to Rule
     457(o) under the Securities Act. In no event will the aggregate offering
     price of all securities issued from time to time pursuant to this
     Registration Statement exceed $400,000,000. The securities registered
     hereunder may be sold separately or as units with other securities
     registered hereunder.

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

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

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

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 DECEMBER 26, 2000

                                  $400,000,000

                             BLACK HILLS CORPORATION

                             SENIOR DEBT SECURITIES
                          SUBORDINATED DEBT SECURITIES
                                 PREFERRED STOCK
                                  COMMON STOCK
                                    WARRANTS

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

         By this prospectus, we may offer up to $400,000,000 of senior debt
securities, subordinated debt securities, preferred stock, common stock and
warrants on terms to be determined at the time of sale.

         We will provide the specific terms of these securities in
supplements to this prospectus. Before you invest, you should carefully read
this prospectus and any supplements to this prospectus.

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

         THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN OUR
SECURITIES. THESE RISK FACTORS WILL BE DISCUSSED IN DETAIL IN EACH SUPPLEMENT
TO THIS PROSPECTUS UNDER THE HEADING "RISK FACTORS." YOU SHOULD REVIEW THAT
SECTION OF THE PROSPECTUS SUPPLEMENT FOR A DISCUSSION OF MATTERS THAT
INVESTORS IN OUR SECURITIES SHOULD CONSIDER.

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

         Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

         This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement.

                 The date of this prospectus is              .

                                TABLE OF CONTENTS

                                                    PAGE                                                              PAGE
                                                    ----                                                              ----
                                                                                                             
About This Prospectus...............................  2           Description of Subordinated Debt Securities.........  13

Where You Can Find More Information.................  2           Description of Capital Stock........................  20

Black Hills Corporation.............................  4           Description of Warrants.............................  25

Ratios of Earnings to Fixed Charges and Earnings                  Plan of Distribution................................  28
    to Fixed Charges and Preferred Stock
    Dividends......................................   6           Legal Opinions......................................  30

Use of Proceeds.....................................  6           Experts.............................................  30

Description of Senior Debt Securities...............  7

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

         YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS
OR ANY PROSPECTUS SUPPLEMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS
PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE
INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT MAY ONLY BE
ACCURATE ON THE DATE OF THOSE DOCUMENTS.

                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed
with the SEC utilizing a "shelf" registration process. Under this shelf
process, we may, from time to time, sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $400,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we offer to 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 read both this prospectus and any prospectus
supplement together with the additional information described under the
heading "Where You Can Find More Information." Unless the context otherwise
requires, references in this prospectus to "Black Hills," "we," "us" and
"our" refer to Black Hills Corporation and all of its subsidiaries
collectively.

                       WHERE YOU CAN FIND MORE INFORMATION

         This prospectus constitutes a part of a registration statement on
Form S-3 (together with all amendments, supplements, schedules and exhibits
to the registration statement, referred to as the registration statement)
that we have filed with the SEC under the Securities Act of 1933 with respect
to the securities offered by this prospectus. This prospectus does not
contain all the information which is in the registration statement. Certain
parts of the registration statement are omitted as allowed by the rules

                                       -2-

and regulations of the SEC. We refer you to the registration statement for
further information about our company and the securities offered by this
prospectus. Statements contained in this prospectus concerning the provisions
of documents are not necessarily complete, and each statement is qualified in
its entirety by reference to the copy of the applicable document filed with
the SEC.

         We also file annual, quarterly and special reports, proxy statements
and other information with the SEC. You can inspect and copy the registration
statement and the reports and other information we file with the SEC at the
public reference room maintained by the SEC at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You can
obtain information on the operation of the public reference room by calling
the SEC at 1-800-SEC-0330. The same information will be available for
inspection and copying at the regional offices of the SEC located at 7 World
Trade Center, 13th Floor, New York, New York 10048 and at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The SEC also
maintains a Web site which provides online access to reports, proxy and
information statements and other information regarding companies that file
electronically with the SEC at the address http://www.sec.gov.

         The SEC allows us to "incorporate by reference" into this prospectus
the information we file with them, which means we can disclose important
business and financial information about us to you by referring you to those
documents. The information incorporated by reference is considered to be a
part of this prospectus, except for any information that is superseded by
information included directly in this prospectus and any prospectus
supplement, and information that we file later with the SEC will
automatically update and supersede the information in this prospectus. We
incorporate by reference the documents listed below that we or our
predecessor have previously filed with the SEC and any future filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the termination of the offering made under this
prospectus:

       -      Our Annual Report on Form 10-K, as amended, for the fiscal year
              ended December 31, 1999;

       -      Our Quarterly Reports on Form 10-Q for the quarters ended March
              31, June 30 and September 30, 2000; and

       -      Our Current Reports on Form 8-K filed on July 24, 2000 and
              December 26, 2000.

         These filings have not been included in or delivered with this
prospectus. You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

         Black Hills Corporation
         625 Ninth Street
         P. O. Box 1400
         Rapid City, South Dakota 57709
         Attention:  Investor Relations
         (605) 721-1700

         The reports, proxy statements and other information we file with the
SEC can also be inspected and copied at the New York Stock Exchange, 20 Broad
Street, New York, New York 10002. For more information on obtaining copies of
our public filings at the New York Stock Exchange, you should call (212)
656-5060.

                                       -3-

                             BLACK HILLS CORPORATION

GENERAL

       On December 22, 2000, we completed the formation of a holding company
that allows us to pursue, through separate subsidiaries, business
opportunities in markets that are both regulated and unregulated. The
securities offered by this prospectus are securities of the new holding
company, Black Hills Corporation.

OUR BUSINESS

       We are a diversified energy company operating in the United States
with three major business groups - electric utility, independent energy and
communications.

         ELECTRIC UTILITY

       Our electric utility group, which operates through Black Hills Power,
Inc., is engaged in the generation, purchase, transmission and sale of
electricity to approximately 58,000 customers, of which approximately 90% are
located in South Dakota, with the remainder located in Wyoming and Montana.
We meet the needs of our customers for electric power through our owned
generating capacity of coal-, oil- and natural gas-fired generating units
providing 393 megawatts of power, and through contract purchases.

       INDEPENDENT ENERGY

       Our independent energy group consists of three units:

       -      fuel production;

       -      fuel marketing and transportation; and

       -      independent power production.

       FUEL PRODUCTION. As of December 31, 1999, we had 277 million tons of
low-sulfur, sub-bituminous coal reserves at our Wyodak mine located near
Gillette, Wyoming that provides coal directly to three on-site electric
generation facilities. Our oil and gas exploration and production unit
operates approximately 298 oil and gas wells, all in Wyoming, and owns
working interests in another 309 wells located in California, Montana, North
Dakota, Texas, Wyoming, Louisiana and Oklahoma and operated by others. As of
December 31, 1999, we had reserves of 4.1 million barrels of oil and 19.5
billion cubic feet of natural gas, with approximately 60% of our current
production consisting of natural gas.

       FUEL MARKETING AND TRANSPORTATION. Our fuel marketing and
transportation unit offers wholesale natural gas, crude oil and coal
marketing and risk management products and services to customers in the East
Coast, Midwest, Southwest, Rocky Mountain, West Coast and Northwest regions
of the United States. Our customers include natural gas distribution
companies, municipalities, industrial users, oil and gas producers, electric
utilities and coal mines. Our average daily marketing volumes for the 12
months ended September 30, 2000 were 676,000 million British thermal units of
natural gas, 33,400 barrels of oil and 4,700 tons of coal.

                                       -4-

       INDEPENDENT POWER PRODUCTION. Our independent power unit acquires,
develops and operates unregulated power plants. In July 2000, we expanded our
presence in the independent power business by completing the acquisition of
Indeck Capital, Inc. The acquisition and subsequent additions provide us with
varying interests in 15 operating independent gas-fired and hydroelectric
power plants in California, New York, Massachusetts, Colorado and Idaho with
a total net ownership interest of approximately 245 megawatts, and minority
interests in power-related funds with investments in over 35 power projects
throughout the United States and in various foreign countries. We have an
additional net ownership interest of approximately 230 megawatts of
generation capacity in various stages of development and construction.

       COMMUNICATIONS

       Our majority-owned communications unit, known as Black Hills FiberCom,
offers a full suite of local and long distance telephone service, expanded
cable television service, cable modem Internet access and high-speed data and
video services to residential and business customers.

OUR EXECUTIVE OFFICES

       We are incorporated in South Dakota and our headquarters and principal
executive offices are located at 625 Ninth Street, P.O. Box 1400, Rapid City,
South Dakota 57709.

                                       -5-

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

The following table sets forth our ratios of earnings to fixed charges and
earnings to fixed charges and preferred stock dividends. The ratios were
computed by dividing earnings by either fixed charges or combined fixed
charges and preferred stock dividends. For this purpose, earnings include
income before income taxes, fixed charges and distributed income of equity
investees (excluding capitalized interest and a minority interest in pre-tax
income of subsidiaries that have not incurred fixed charges). Fixed charges
include interest expense, amortization of debt expense and interest
capitalized during the period.

                                                                                         Nine Months
                                                                                            Ended
                                                        Years Ended December 31,         September 30,
                                              ----------------------------------------  --------------
                                              1995     1996     1997     1998     1999       2000
                                              ----     ----     ----     ----     ----       ----
                                                                           
Ratio of earnings to fixed charges....        3.56     4.14     4.31     3.55     4.23       2.72

Ratio of earnings to fixed
charges and preferred stock
dividends.............................        3.56     4.14     4.31     3.55     4.23       2.71

       We issued 4,000 shares of preferred stock in July 2000. No shares of
preferred stock were outstanding during any of the periods prior to July 2000.

                                 USE OF PROCEEDS

       Unless otherwise indicated in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities described in
this prospectus for working capital and general corporate purposes, which may
include:

       -      repayment of outstanding debt;

       -      capital expenditures;

       -      acquisitions;

       -      investments; and

       -      other business opportunities.

                                       -6-

                      DESCRIPTION OF SENIOR DEBT SECURITIES

GENERAL

       The following description applies to the senior debt securities
offered by this prospectus. The senior debt securities will be direct,
unsecured obligations of Black Hills and will rank on a parity with all of
our outstanding unsecured senior indebtedness. The senior debt securities may
be issued in one or more series. The senior debt securities will be issued
under an indenture between us and the trustee specified in the applicable
prospectus supplement.

       The statements under this caption are brief summaries of certain
provisions contained in the indenture, do not claim to be complete and are
qualified in their entirety by reference to the indenture, a copy of which is
filed as an exhibit to the registration statement of which this prospectus
forms a part. Whenever defined terms are used but not defined in this
prospectus, those terms have the meanings given to them in the indenture.

       The following material describes certain general terms and provisions
of the senior debt securities to which any prospectus supplement may relate.
The particular terms of any senior debt security and the extent, if any, to
which these general provisions may apply to such senior debt securities will
be described in the prospectus supplement relating to the senior debt
securities.

       The indenture does not limit the aggregate principal amount of senior
debt securities which may be issued under it. Rather, the indenture provides
that senior debt securities of any series may be issued under it up to the
aggregate principal amount which we may authorize from time to time. Senior
debt securities may be denominated in any currency or currency unit we
designate. Neither the indenture nor the senior debt securities will limit or
otherwise restrict the amount of other debt which we may incur or the other
securities which we may issue.

       Senior debt securities of a series may be issuable in registered form
without coupons ("Registered Securities") or in the form of one or more
global securities in registered form (each a "Global Security").

       You must review the prospectus supplement for a description of the
following terms, where applicable, of each series of senior debt securities
for which this prospectus is being delivered:

       -    the title of the senior debt securities;

       -    the limit, if any, on the aggregate principal amount or aggregate
            initial public offering price of the senior debt securities;

       -    the priority of payment of the senior debt securities;

       -    the price or prices, which may be expressed as a percentage of the
            aggregate principal amount, at which the senior debt securities
            will be issued;

       -    the date or dates on which the principal of the senior debt
            securities will be payable;

       -    the interest rate or rates, which may be fixed or variable, for
            the senior debt securities, if any, or the method of determining
            the same;

                                       -7-

       -    the date or dates from which interest, if any, on the senior debt
            securities will accrue, the date or dates on which interest, if
            any, will be payable, the date or dates on which payment of
            interest, if any, will commence and the regular record dates for
            the interest payment dates;

       -    the extent to which any of the senior debt securities will be
            issuable in temporary or permanent global form, or the manner in
            which any interest payable on a temporary or permanent global
            senior debt security will be paid;

       -    each office or agency where the senior debt securities may be
            presented for registration of transfer or exchange;

       -    the place or places where the principal of and any premium and
            interest on the senior debt securities will be payable;

       -    the date or dates, if any, after which the senior debt securities
            may be redeemed or purchased in whole or in part, (1) at our
            option or (2) mandatorily pursuant to any sinking, purchase or
            similar fund or (3) at the option of the holder, and the
            redemption or repayment price or prices;

       -    the terms, if any, upon which the senior debt securities may be
            convertible into or exchanged for any other kind of our securities
            or indebtedness or of any other issuer or obligor and the terms
            and conditions upon which the conversion or exchange would be
            made, including the initial conversion or exchange price or rate,
            the conversion period and any other additional provisions;

       -    the authorized denomination or denominations for the senior debt
            securities;

       -    the currency, currencies or units based on or related to
            currencies for which the senior debt securities may be purchased
            and the currency, currencies or currency units in which the
            principal of and any premium and interest on the senior debt
            securities may be payable;

       -    any index used to determine the amount of payments of principal of
            and any premium and interest on the senior debt securities;

       -    the payment of any additional amounts with respect to the senior
            debt securities;

       -    whether any of the senior debt securities will be issued as
            Original Issue Discount Securities (as defined below);

       -    information with respect to book-entry procedures, if any;

       -    any additional covenants or events of default not currently
            included in the indenture relating to the senior debt securities;
            and

       -    any other terms of the senior debt securities not inconsistent
            with the provisions of the indenture.

                                       -8-

       If any of the senior debt securities are sold for one or more foreign
currencies or foreign currency units or if the principal of or any premium or
interest on any series of senior debt securities is payable in one or more
foreign currencies or foreign currency units, the restrictions, elections,
tax consequences, specific terms and other information with respect to that
issue of senior debt securities and those currencies or currency units will
be described in the applicable prospectus supplement.

       A judgment for money damages by courts in the United States, including
a money judgment based on an obligation expressed in a foreign currency, will
ordinarily be rendered only in U.S. dollars. New York statutory law provides
that a court shall render a judgment or decree in the foreign currency of the
underlying obligation and that the judgment or decree shall be converted into
U.S. dollars at the exchange rate prevailing on the date of entry of the
judgment or decree.

       Senior debt securities may be issued as original issue discount senior
debt securities which bear no interest or interest at a rate which at the
time of issuance is below market rates ("Original Issue Discount
Securities"), to be sold at a substantial discount below their stated
principal amount due at the stated maturity of the senior debt securities.
There may be no periodic payments of interest on Original Issue Discount
Securities. In the event of an acceleration of the maturity of any Original
Issue Discount Security, the amount payable to the holder of the Original
Issue Discount Security upon acceleration will be determined in accordance
with the prospectus supplement, the terms of the security and the indenture,
but will be an amount less than the amount payable at the maturity of the
principal of the Original Issue Discount Security. Federal income tax
considerations with respect to Original Issue Discount Securities will be
described in the applicable prospectus supplement.

REGISTRATION AND TRANSFER

       Unless otherwise indicated in the applicable prospectus supplement,
senior debt securities will be issued only as Registered Securities. Senior
debt securities issued as Registered Securities will not have interest
coupons.

       Registered Securities (other than a Global Security) may be presented
for transfer, with the form of transfer endorsed thereon duly executed, or
exchanged for other senior debt securities of the same series at the office
of the security registrar specified in the indenture. The indenture provides
that, with respect to Registered Securities having The City of New York as a
place of payment, we will appoint a security registrar or co-security
registrar located in The City of New York for such transfer or exchange.
Transfer or exchange will be made without service charge, but we may require
payment of any taxes or other governmental charges.

BOOK-ENTRY SENIOR DEBT SECURITIES

       Senior debt securities of a series may be issued in whole or in part
in the form of one or more Global Securities. Each Global Security will be
deposited with, or on behalf of, a depositary identified in the applicable
prospectus supplement. Global Securities will be issued in registered form
and in either temporary or permanent form. Until exchanged in whole or in
part for the individual securities which it represents, a Global Security may
not be transferred except as a whole by the depositary for the Global
Security 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 nominee to a successor depositary or any nominee of the successor. The
specific terms of the depositary arrangement for a series of senior debt
securities will be described in the applicable prospectus supplement.

                                       -9-

PAYMENT AND PAYING AGENTS

       Unless otherwise indicated in an applicable prospectus supplement,
payment of principal of and any premium and interest on Registered Securities
will be made at the office of such paying agent or paying agents as we may
designate from time to time. In addition, at our option, payment of any
interest may be made by:

           -      check mailed to the address of the person entitled to the
                  payment at the address in the applicable security register;
                  or

           -      wire transfer to an account maintained by the person
                  entitled to the payment as specified in the applicable
                  security register.

       Unless otherwise indicated in an applicable prospectus supplement,
payment of any installment of interest on Registered Securities will be made
to the person in whose name such senior debt security is registered at the
close of business on the regular record date for such payment.

CONSOLIDATION, MERGER OR SALE OF ASSETS

       The indenture relating to the senior debt securities provides that we
may, without the consent of the holders of any of the senior debt securities
outstanding under the indenture, consolidate with, merge into or transfer our
assets substantially as an entirety to any person, provided that:

           -      any successor assumes our obligations on the senior debt
                  securities and under the indenture; and

           -      after giving effect to the consolidation, merger or
                  transfer, no Event of Default (as defined in the indenture)
                  will have happened and be continuing.

       Any consolidation, merger or transfer of assets substantially as an
entirety, which meets the conditions described above, would not create an
Event of Default which would entitle holders of the senior debt securities,
or the trustee acting on their behalf, to take any of the actions described
below under "--Events of Default, Waivers, Etc."

LEVERAGED AND OTHER TRANSACTIONS

       The indenture and the senior debt securities do not contain provisions
which would protect holders of the senior debt securities in the event we
engaged in a highly leveraged or other transaction which could adversely affect
the holders of senior debt securities.

MODIFICATION OF THE INDENTURE

       The indenture provides that, with the consent of the holders of not
less than a majority in aggregate principal amount of the outstanding senior
debt securities of each affected series, modifications and alterations of the
indenture may be made which affect the rights of the holders of the senior
debt securities. However, no modification or alteration may be made without
the consent of the holder of each senior debt security affected which would,
among other things,

                                       -10-

           -      modify the terms of payment of principal of or any premium
                  or interest on the senior debt securities; or

           -      reduce the percentage in principal amount of outstanding
                  senior debt securities required to modify or alter the
                  indenture.

EVENTS OF DEFAULT, WAIVERS, ETC.

       An "Event of Default" with respect to senior debt securities of any
series is defined in the indenture to include:

           (1)    default in the payment of principal of or any premium on
                  any of the outstanding senior debt securities of that
                  series when due;

           (2)    default in the payment of interest on any of the
                  outstanding senior debt securities of that series when due
                  and continuance of such default for 30 days;

           (3)    default in the performance of any of our other covenants in
                  the indenture with respect to the senior debt securities of
                  such series and continuance of such default for 90 days
                  after written notice;

           (4)    certain events of bankruptcy, insolvency or reorganization
                  relating to us; and

           (5)    any other event that may be specified in a prospectus
                  supplement with respect to any series of senior debt
                  securities.

       If an Event of Default with respect to any series of outstanding
senior debt securities occurs and is continuing, either the trustee or the
holders of not less than 25% in aggregate principal amount of the outstanding
senior debt securities of such series may declare the principal amount (or if
such senior debt securities are Original Issue Discount Securities, the
portion of the principal amount as may be specified in the terms of that
series) of all senior debt securities of that series to be immediately due
and payable. The holders of a majority in aggregate principal amount of the
outstanding senior debt securities of any series may waive an Event of
Default resulting in acceleration of the senior debt securities, but only if
all Events of Default with respect to senior debt securities of such series
have been remedied and all payments due, other than those due as a result of
acceleration, have been made.

       If an Event of Default occurs and is continuing, the trustee may, in
its discretion, and at the written request of holders of not less than a
majority in aggregate principal amount of the outstanding senior debt
securities of any series and upon reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request and
subject to certain other conditions set forth in the indenture will, proceed
to protect the rights of the holders of all the senior debt securities of
such series. Prior to acceleration of maturity of the outstanding senior debt
securities of any series, the holders of a majority in aggregate principal
amount of the senior debt securities may waive any past default under the
indenture except a default in the payment of principal of or any premium or
interest on the senior debt securities of that series.

       The indenture provides that upon the occurrence of an Event of Default
specified in clauses (1) or (2) of the first paragraph in this subsection, we
will, upon demand of the trustee, pay to it, for the benefit of the holder of
any senior debt security, the whole amount then due and payable on the
affected senior

                                       -11-

debt securities for principal, premium, if any, and interest, if any. The
indenture further provides that if we fail to pay such amount upon demand,
the trustee may, among other things, institute a judicial proceeding for the
collection of those amounts.

       The indenture also provides that notwithstanding any of its other
provisions, the holder of any senior debt security of any series will have
the right to institute suit for the enforcement of any payment of principal
of or any premium or interest on the senior debt securities when due and that
such right will not be impaired without the consent of such holder.

       We are required to file annually with the trustee a written statement
of our officers as to the existence or non-existence of defaults under the
indenture or the senior debt securities.

SATISFACTION AND DISCHARGE

       The indenture provides, among other things, that when all senior debt
securities not previously delivered to the trustee for cancellation (1) have
become due and payable or (2) will become due and payable at their stated
maturity within one year, we may deposit with the trustee funds, in trust,
for the purpose and in an amount sufficient to pay and discharge the entire
indebtedness on the senior debt securities not previously delivered to the
trustee for cancellation. Those funds will include all principal, premium, if
any, and interest, if any, to the date of the deposit or to the stated
maturity, as applicable. Upon such deposit, the indenture will cease to be of
further effect except as to our obligations to pay all other sums due under
the indenture and to provide the officers' certificates and opinions of
counsel required under the indenture. At such time we will be deemed to have
satisfied and discharged the indenture.

GOVERNING LAW

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

REGARDING THE TRUSTEE

       Information concerning the trustee for a series of senior debt
securities will be set forth in the prospectus supplement relating to such
series of senior debt securities.

       We may have normal banking relationships with the trustee in the
ordinary course of business.

                                       -12-

                   DESCRIPTION OF SUBORDINATED DEBT SECURITIES

GENERAL

       The following description applies to the subordinated debt securities
offered by this prospectus. The subordinated debt securities will be
unsecured, subordinated obligations of Black Hills. The subordinated debt
securities may be issued in one or more series. The subordinated debt
securities will be issued under an indenture between us and the trustee
specified in the applicable prospectus supplement.

       The statements under this caption are brief summaries of certain
provisions contained in the indenture, do not claim to be complete and are
qualified in their entirety by reference to the indenture, a copy of which is
filed as an exhibit to the registration statement of which this prospectus
forms a part. Whenever defined terms are used but not defined in this
prospectus, those terms have the meanings given to them in the indenture.

       The following material describes certain general terms and provisions
of the subordinated debt securities to which any prospectus supplement may
relate. The particular terms of any subordinated debt security and the
extent, if any, to which these general provisions may apply to such
subordinated debt securities will be described in the prospectus supplement
relating to the subordinated debt securities.

       The indenture does not limit the aggregate principal amount of
subordinated debt securities which may be issued under it. Rather, the
indenture provides that subordinated debt securities of any series may be
issued under it up to the aggregate principal amount which we may authorize
from time to time. Subordinated debt securities may be denominated in any
currency or currency unit we designate. Neither the indenture nor the
subordinated debt securities will limit or otherwise restrict the amount of
other debt which we may incur or the other securities which we may issue.

       Subordinated debt securities of a series may be issuable in the form
of Registered Securities or Global Securities.

       You must review the prospectus supplement for a description of the
following terms, where applicable, of each series of subordinated debt
securities for which this prospectus is being delivered:

           -      the title of the subordinated debt securities;

           -      the limit, if any, on the aggregate principal amount or
                  aggregate initial public offering price of the subordinated
                  debt securities;

           -      the priority of payment of the subordinated debt
                  securities;

           -      the price or prices, which may be expressed as a percentage
                  of the aggregate principal amount, at which the
                  subordinated debt securities will be issued;

           -      the date or dates on which the principal of the
                  subordinated debt securities will be payable;

           -      the interest rate or rates, which may be fixed or variable,
                  for the subordinated debt securities, if any, or the method
                  of determining the same;

                                       -13-

           -      the date or dates from which interest, if any, on the
                  subordinated debt securities will accrue, the date or dates
                  on which interest, if any, will be payable, the date or
                  dates on which payment of interest, if any, will commence
                  and the regular record dates for the interest payment
                  dates;

           -      the extent to which any of the subordinated debt securities
                  will be issuable in temporary or permanent global form, or
                  the manner in which any interest payable on a temporary or
                  permanent global subordinated debt security will be paid;

           -      each office or agency where the subordinated debt
                  securities may be presented for registration of transfer or
                  exchange;

           -      the place or places where the principal of and any premium
                  and interest on the subordinated debt securities will be
                  payable;

           -      the date or dates, if any, after which the subordinated
                  debt securities may be redeemed or purchased in whole or in
                  part, (1) at our option or (2) mandatorily pursuant to any
                  sinking, purchase or similar fund or (3) at the option of
                  the holder, and the redemption or repayment price or
                  prices;

           -      the terms, if any, upon which the subordinated debt
                  securities may be convertible into or exchanged for any
                  other kind of our securities or indebtedness or of any
                  other issuer or obligor and the terms and conditions upon
                  which the conversion or exchange would be made, including
                  the initial conversion or exchange price or rate, the
                  conversion period and any other additional provisions;

           -      the authorized denomination or denominations for the
                  subordinated debt securities;

           -      the currency, currencies or units based on or related to
                  currencies for which the subordinated debt securities may
                  be purchased and the currency, currencies or currency units
                  in which the principal of and any premium and interest on
                  the subordinated debt securities may be payable;

           -      any index used to determine the amount of payments of
                  principal of and any premium and interest on the
                  subordinated debt securities;

           -      the payment of any additional amounts with respect to the
                  subordinated debt securities;

           -      whether any of the subordinated debt securities will be
                  issued as Original Issue Discount Securities;

           -      information with respect to book-entry procedures, if any;

           -      the terms of subordination;

                                       -14-

           -      any additional covenants or events of default not currently
                  included in the indenture relating to the subordinated debt
                  securities; and

           -      any other terms of the subordinated debt securities not
                  inconsistent with the provisions of the indenture.

       If any of the subordinated debt securities are sold for one or more
foreign currencies or foreign currency units or if the principal of or any
premium or interest on any series of subordinated debt securities is payable
in one or more foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other
information with respect to that issue of subordinated debt securities and
those currencies or currency units will be described in the applicable
prospectus supplement.

       A judgment for money damages by courts in the United States, including
a money judgment based on an obligation expressed in a foreign currency, will
ordinarily be rendered only in U.S. dollars. New York statutory law provides
that a court shall render a judgment or decree in the foreign currency of the
underlying obligation and that the judgment or decree shall be converted into
U.S. dollars at the exchange rate prevailing on the date of entry of the
judgment or decree.

       Subordinated debt securities may be issued as Original Issue Discount
Securities, to be sold at a substantial discount below their stated principal
amount due at the stated maturity of the subordinated debt securities. There
may be no periodic payments of interest on Original Issue Discount
Securities. In the event of an acceleration of the maturity of any Original
Issue Discount Security, the amount payable to the holder of the Original
Issue Discount Security upon acceleration will be determined in accordance
with the prospectus supplement, the terms of the security and the indenture,
but will be an amount less than the amount payable at the maturity of the
principal of the Original Issue Discount Security. Federal income tax
considerations with respect to Original Issue Discount Securities will be
described in the applicable prospectus supplement.

REGISTRATION AND TRANSFER

       Unless otherwise indicated in the applicable prospectus supplement,
subordinated debt securities will be issued only as Registered Securities.
Subordinated debt securities issued as Registered Securities will not have
interest coupons.

       Registered Securities (other than a Global Security) may be presented
for transfer, with the form of transfer endorsed thereon duly executed, or
exchanged for other subordinated debt securities of the same series at the
office of the security registrar specified in the indenture. The indenture
provides that, with respect to Registered Securities having The City of New
York as a place of payment, we will appoint a security registrar or
co-security registrar located in The City of New York for such transfer or
exchange. Transfer or exchange will be made without service charge, but we
may require payment of any taxes or other governmental charges.

BOOK-ENTRY SUBORDINATED DEBT SECURITIES

       Subordinated debt securities of a series may be issued in whole or in
part in the form of one or more Global Securities. Each Global Security will
be deposited with, or on behalf of, a depositary identified in the applicable
prospectus supplement. Global Securities will be issued in registered form
and in either temporary or permanent form. Until exchanged in whole or in
part for the individual

                                       -15-

securities which it represents, a Global Security may not be transferred
except as a whole by the depositary for the Global Security 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 nominee to a successor
depositary or any nominee of the successor. The specific terms of the
depositary arrangement for a series of subordinated debt securities will be
described in the applicable prospectus supplement.

PAYMENT AND PAYING AGENTS

       Unless otherwise indicated in an applicable prospectus supplement,
payment of principal of and any premium and interest on Registered Securities
will be made at the office of such paying agent or paying agents as we may
designate from time to time. In addition, at our option, payment of any
interest may be made by:

           -      check mailed to the address of the person entitled to the
                  payment at the address in the applicable security register;
                  or

           -      wire transfer to an account maintained by the person
                  entitled to the payment as specified in the applicable
                  security register.

       Unless otherwise indicated in an applicable prospectus supplement,
payment of any installment of interest on Registered Securities will be made
to the person in whose name such subordinated debt security is registered at
the close of business on the regular record date for such payment.

SUBORDINATION

       The subordinated debt securities will be subordinated and junior in
right of payment to some of our other indebtedness (which may include senior
indebtedness for money borrowed) to the extent described in the applicable
prospectus supplement.

CONSOLIDATION, MERGER OR SALE OF ASSETS

       The indenture relating to the subordinated debt securities provides
that we may, without the consent of the holders of any of the subordinated
debt securities outstanding under the indenture, consolidate with, merge into
or transfer our assets substantially as an entirety to any person, provided
that:

           -      any successor assumes our obligations on the subordinated
                  debt securities and under the indenture; and

           -      after giving effect to the consolidation, merger or
                  transfer, no Event of Default (as defined in the indenture)
                  will have happened and be continuing.

       Any consolidation, merger or transfer of assets substantially as an
entirety, which meets the conditions described above, would not create an
Event of Default which would entitle holders of the subordinated debt
securities, or the trustee acting on their behalf, to take any of the actions
described below under "--Events of Default, Waivers, Etc."

                                       -16-

LEVERAGED AND OTHER TRANSACTIONS

       The indenture and the subordinated debt securities do not contain
provisions which would protect holders of the subordinated debt securities in
the event we engaged in a highly leveraged or other transaction which could
adversely affect the holders of subordinated debt securities.

MODIFICATION OF THE INDENTURE

       The indenture provides that, with the consent of the holders of not
less than a majority in aggregate principal amount of the outstanding
subordinated debt securities of each affected series, modifications and
alterations of the indenture may be made which affect the rights of the
holders of the subordinated debt securities. However, no modification or
alteration may be made without the consent of the holder of each subordinated
debt security affected which would, among other things,

           -      modify the terms of payment of principal of or any premium
                  or interest on the subordinated debt securities;

           -      adversely modify the subordination terms of the
                  subordinated debt securities; or

           -      reduce the percentage in principal amount of outstanding
                  subordinated debt securities required to modify or alter
                  the indenture.

EVENTS OF DEFAULT, WAIVERS, ETC.

       An "Event of Default" with respect to subordinated debt securities of
any series is defined in the indenture to include:

           (1)    default in the payment of principal of or any premium on
                  any of the outstanding subordinated debt securities of that
                  series when due;

           (2)    default in the payment of interest on any of the
                  outstanding subordinated debt securities of that series
                  when due and continuance of such default for 30 days;

           (3)    default in the performance of any of our other covenants in
                  the indenture with respect to the subordinated debt
                  securities of such series and continuance of such default
                  for 90 days after written notice;

           (4)    certain events of bankruptcy, insolvency or reorganization
                  relating to us; and

           (5)    any other event that may be specified in a prospectus
                  supplement with respect to any series of subordinated debt
                  securities.

       If an Event of Default with respect to any series of outstanding
subordinated debt securities occurs and is continuing, either the trustee or
the holders of not less than 25% in aggregate principal amount of the
outstanding subordinated debt securities of such series may declare the
principal amount (or if such subordinated debt securities are Original Issue
Discount Securities, the portion of the principal amount as may be specified
in the terms of that series) of all subordinated debt securities of that
series to be immediately due and payable. The holders of a majority in
aggregate principal amount of the outstanding subordinated debt securities of
any series may waive an Event of Default resulting in

                                       -17-

acceleration of the subordinated debt securities, but only if all Events of
Default with respect to subordinated debt securities of such series have been
remedied and all payments due, other than those due as a result of
acceleration, have been made.

       If an Event of Default occurs and is continuing, the trustee may, in
its discretion, and at the written request of holders of not less than a
majority in aggregate principal amount of the outstanding subordinated debt
securities of any series and upon reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request and
subject to certain other conditions set forth in the indenture will, proceed
to protect the rights of the holders of all the subordinated debt securities
of such series. Prior to acceleration of maturity of the outstanding
subordinated debt securities of any series, the holders of a majority in
aggregate principal amount of the subordinated debt securities may waive any
past default under the indenture except a default in the payment of principal
of or any premium or interest on the subordinated debt securities of that
series.

       The indenture provides that upon the occurrence of an Event of Default
specified in clauses (1) or (2) of the first paragraph in this subsection, we
will, upon demand of the trustee, pay to it, for the benefit of the holder of
any subordinated debt security, the whole amount then due and payable on the
affected subordinated debt securities for principal, premium, if any, and
interest, if any. The indenture further provides that if we fail to pay such
amount upon demand, the trustee may, among other things, institute a judicial
proceeding for the collection of those amounts.

       The indenture also provides that notwithstanding any of its other
provisions, the holder of any subordinated debt security of any series will
have the right to institute suit for the enforcement of any payment of
principal of or any premium or interest on the subordinated debt securities
when due and that such right will not be impaired without the consent of such
holder.

       We are required to file annually with the trustee a written statement
of our officers as to the existence or non-existence of defaults under the
indenture or the subordinated debt securities.

SATISFACTION AND DISCHARGE

       The indenture provides, among other things, that when all subordinated
debt securities not previously delivered to the trustee for cancellation (1)
have become due and payable or (2) will become due and payable at their
stated maturity within one year, we may deposit with the trustee funds, in
trust, for the purpose and in an amount sufficient to pay and discharge the
entire indebtedness on the subordinated debt securities not previously
delivered to the trustee for cancellation. Those funds will include all
principal, premium, if any, and interest, if any, to the date of the deposit
or to the stated maturity, as applicable. Upon such deposit, the indenture
will cease to be of further effect except as to our obligations to pay all
other sums due under the indenture and to provide the officers' certificates
and opinions of counsel required under the indenture. At such time we will be
deemed to have satisfied and discharged the indenture.

GOVERNING LAW

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

                                       -18-

REGARDING THE TRUSTEE

       Information concerning the trustee for a series of subordinated debt
securities will be set forth in the prospectus supplement relating to such
series of subordinated debt securities.

       We may have normal banking relationships with the trustee in the
ordinary course of business.

                                       -19-

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

       Our authorized capital stock consists of (a) 100,000,000 shares of
common stock, having a par value of $1 per share, and (b) 25,000,000 shares
of preferred stock, without par value. As of October 31, 2000, 22,938,955
shares of common stock and 4,000 shares of preferred stock were outstanding.

COMMON STOCK

       The holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of shareholders. Cumulative
voting for the election of directors is allowed. Subject to preferences that
may be applicable to any outstanding series of preferred stock, holders of
common stock are entitled to receive equally dividends as they may be
declared by our board of directors out of funds legally available for the
payment of dividends. In the event of our liquidation or dissolution, holders
of common stock are entitled to share equally in all assets remaining after
payment of liabilities and the liquidation preference of any outstanding
series of preferred stock.

       Holders of common stock have no preemptive rights and have no rights
to convert their common stock into any other securities. All of the
outstanding shares of common stock are, and the shares of common stock we
sell in any offering will be, duly authorized, validly issued, fully paid and
nonassessable.

PREFERRED STOCK

       Our board of directors has the authority, without further action by
our shareholders, to issue shares of undesignated preferred stock from time
to time in one or more series and to fix the related number of shares and the
designations, voting powers, preferences, optional and other special rights,
and restrictions or qualifications of that preferred stock. The particular
terms of any series of preferred stock will be described in the prospectus
supplement relating to that series of preferred stock. The rights,
preferences, privileges and restrictions or qualifications of different
series of preferred stock may differ from common stock and other series of
preferred stock with respect to dividend rates, amounts payable on
liquidation, voting rights, conversion rights, redemption provisions, sinking
fund provisions and other matters. The issuance of additional series of
preferred stock could:

           -      decrease the amount of earnings and assets available for
                  distribution to holders of common stock;

           -      adversely affect the rights and powers, including voting
                  rights, of holders of common stock; and

           -      have the effect of delaying, deferring or preventing a
                  change in control.

NO PAR PREFERRED STOCK, SERIES 2000-A. We currently have 4,000 shares of No
Par Preferred Stock, Series 2000-A issued and outstanding. The shares of
preferred stock currently issued and outstanding are cumulative, convertible,
no par shares and are non-voting except as generally discussed below or as
otherwise required by law. The holders of our preferred stock are entitled to
receive cumulative quarterly cash dividends at a rate equal to 1% per year
computed on the basis of $1,000 per share plus an amount equal to any
dividend payable with respect to our common stock, multiplied by the number
of shares of

                                       -20-

common stock into which each share of preferred stock is convertible.
Dividends on our preferred stock must be paid or declared and set apart for
payment before any dividends may be paid or declared and set apart for
payment on our common stock. In addition, no dividend may be declared or paid
with respect to our common stock unless the same dividend is declared and
paid with respect to our preferred stock.

       We have the authority to redeem our preferred stock in whole or in
part, at any time. The redemption price for the preferred stock is $1,000 per
share plus all accrued and unpaid dividends. Each share of preferred stock is
convertible at the option of the shareholder into shares of our common stock
at any time prior to July 7, 2005 and, unless redeemed, will be automatically
converted into shares of our common stock on July 7, 2005. Each share of
preferred stock is convertible into 28.57 shares (the liquidation preference
amount of $1,000 divided by the conversion price of $35.00 per share). Upon
delivery to a shareholder of a notice of redemption, the conversion price
will be adjusted to equal the lesser of the conversion price then in effect
and the current market price of our common stock on the redemption notice
date.

       The holders of our preferred stock are not entitled to any right to
vote at any meeting of our shareholders for the election of directors except
that whenever dividends accrued on the preferred stock remain unpaid in an
amount equivalent to four quarterly dividends, but less than eight, the
holders of the preferred stock, voting separately as one class for such
purpose, will be entitled at the next succeeding annual meeting of
shareholders to elect that number of directors as will constitute one-third
of the then board members, and the holders of common stock will be entitled
to elect the remaining directors. Whenever the accrued and unpaid dividends
on the preferred stock become equivalent to or exceed eight quarterly
dividends, the holders of the preferred stock, voting separately as one class
for such purpose, will be entitled to elect at the next succeeding annual
meeting of shareholders the smallest number of directors necessary to
constitute a majority of our board, and the holders of common stock will be
entitled to elect the remaining directors. After the accrued and unpaid
dividends are paid, the holders of the preferred stock will be divested of
these voting rights at the next succeeding annual meeting of shareholders.

       The consent of the holders of two-thirds of the outstanding shares of
our preferred stock, voting separately as one class for such purpose, is
required before we may:

           -      create or increase the authorized amount of any other class
                  of stock which will rank prior to the preferred stock in
                  respect of dividends or assets;

           -      reclassify shares of stock of any class ranking junior to
                  the preferred stock in respect of dividends or assets,
                  wholly or partially into shares of stock of any class
                  ranking on a parity with or prior to the preferred stock in
                  respect of dividends or assets;

           -      sell all or substantially all of our property and assets
                  to, or merge or consolidate into or with, any other
                  company; or

           -      make any distribution out of capital or capital surplus,
                  other than dividends payable in stock ranking junior to the
                  preferred stock in respect of dividends and assets, to
                  holders of stock ranking junior to the preferred stock in
                  respect of dividends or assets.

REGISTRATION RIGHTS

       In conjunction with our acquisition of Indeck Capital, Inc. in July
2000, we entered into a registration rights agreement with various new
shareholders (namely, Gerald R. Forsythe, Michelle R.

                                       -21-

Fawcett, Marsha Fournier, Melissa S. Forsythe, Monica Breslow, and John W.
Salyer, Jr.). A total of 1,651,033 shares of common stock (assuming
conversion of our outstanding shares of preferred stock into common stock)
are currently covered by the registration rights agreement. In the event that
the new shareholders receive additional shares of our common stock and
convertible preferred stock pursuant to the earn-out provisions related to
the acquisition of Indeck, the additional shares of common stock, including
shares received upon conversion of preferred stock, will be covered by
the registration rights agreement.

       The registration rights granted under the registration rights
agreement entitle the parties to demand, at any time after June 30, 2002, a
total of three registrations of common stock, one of which can be a shelf
registration. The parties also have "piggyback" registration rights. The
registration rights agreement also contains customary provisions regarding
the payment of expenses by us and mutual indemnification agreements between
us and the new shareholders for securities law violations.

ANTI-TAKEOVER EFFECTS OF SOUTH DAKOTA LAW AND PROVISIONS OF OUR CHARTER AND
BYLAWS

       South Dakota law and our articles of incorporation and bylaws contain
certain provisions that might be characterized as anti-takeover provisions.
These provisions may make it more difficult to acquire control of us or
remove our management.

CONTROL SHARE ACQUISITIONS. The control share acquisition provisions of the
South Dakota Domestic Public Corporation Takeover Act provide generally that
the shares of a publicly held South Dakota corporation acquired by a person
that exceed the thresholds of voting power described below will have the same
voting rights as other shares of the same class or series only if approved by:

           -      the affirmative vote of the majority of all outstanding
                  shares entitled to vote, including all shares held by the
                  acquiring person; and

           -      the affirmative vote of the majority of all outstanding
                  shares entitled to vote, excluding all interested shares.

Each time an acquiring person reaches a threshold, an election must be held
as described above before the acquiring person will have any voting rights
with respect to shares in excess of such threshold. The thresholds which
require shareholder approval before voting powers are obtained with respect
to shares acquired in excess of such thresholds are 20%, 33 1/3% and 50%,
respectively. We have elected in our articles of incorporation not to be
subject to these provisions of South Dakota law.

BUSINESS COMBINATIONS. We are subject to the provisions of Section 47-33-17
of the South Dakota Domestic Public Corporation Takeover Act. In general,
Section 47-33-17 prohibits a publicly held South Dakota corporation from
engaging in a "business combination" with an "interested shareholder" for a
period of four years after the date that the person became an interested
shareholder unless the business combination or the transaction in which the
person became an interested shareholder is approved in a prescribed manner.
After the four year period has elapsed, the business combination must still
be approved, if not previously approved in the manner prescribed, by the
affirmative vote of the holders of a majority of the outstanding voting
shares exclusive, in some instances, of those shares beneficially owned by
the interested shareholder. Generally, a "business combination" includes a
merger, a transfer of 10% or more of the corporation's assets, an issuance or
transfer of stock equal to 5% or more of the aggregate market value of all of
the corporation's outstanding shares, the adoption of a plan of liquidation
or dissolution, or other transaction resulting in a financial benefit to the
interested shareholder. Generally,

                                       -22-

an "interested shareholder" is a person who, together with affiliates and
associates, owns 10% or more of the corporation's voting stock. This
provision may delay, defer or prevent a change in control of us without the
shareholders taking further action.

       The South Dakota Domestic Public Corporation Takeover Act further
provides that our board, in determining whether to approve a merger or other
change of control, may take into account both the long-term as well as
short-term interests of us and our shareholders, the effect on our employees,
customers, creditors and suppliers, the effect upon the community in which we
operate and the effect on the economy of the state and nation.

FAIR PRICE PROVISION. Our articles of incorporation require the affirmative
vote of the holders of 80% or more of the outstanding shares of our voting
stock to approve any "business transaction" with any "related person" or any
"business transaction" in which a "related person" has an interest. However,
if a majority of the members of our board who are not affiliated with the
related party approve the business transaction, or if the cash or fair market
value of any consideration received by our shareholders pursuant to a
business transaction meets certain enumerated requirements, then the 80%
voting requirement will not be applicable. Generally, a "business
transaction" includes a merger, asset or stock sale. Generally, a "related
person" is defined as any person or entity that owns 10% or more of our
outstanding voting stock. The likely effect of this provision is to delay,
defer or prevent a change in control of us.

BOARD COMPOSITION. Our articles of incorporation and bylaws provide for a
staggered board of directors divided into three classes, with the term of office
of one class expiring each year. Our articles of incorporation and bylaws also
provide that our directors may be removed only for cause and by the affirmative
vote of the majority of the total number of members of the board of directors,
without including the director who is the subject of the removal determination.
The likely effect of our staggered board of directors and the limitation on the
removal of directors is an increase in the time required for the shareholders to
change the composition of our board of directors.

AUTHORIZED BUT UNISSUED SHARES. The authorized but unissued shares of our
common stock and preferred stock are available for future issuance without
shareholder approval. These additional shares may be used for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of
authorized but unissued and unreserved common stock and preferred stock could
also render more difficult or discourage an attempt to obtain control of us
by means of a proxy contest, tender offer, merger or otherwise.

       Our board of directors has no present intention to issue any new
series of preferred stock; however, our board has the authority, without
further shareholder approval, to issue one or more series of preferred stock
that could, depending on the terms of the series, either impede or facilitate
the completion of a merger, tender offer or other takeover attempt. Although
our board of directors is required to make any determination to issue such
stock based on its judgment as to the best interest of our shareholders, our
board could act in a manner that would discourage an acquisition attempt or
other transaction that some, or a majority, of the shareholders might believe
to be in their best interests or in which shareholders might receive a
premium for their stock over the then market price of such stock. Our board
of directors does not intend to seek shareholder approval prior to any
issuance of stock, unless otherwise required by law or the rules of the stock
exchange on which our common stock is listed.

SHAREHOLDER ACTION BY WRITTEN CONSENT MUST BE UNANIMOUS. South Dakota law
provides that any action which may be taken at a meeting of shareholders may
be taken without a meeting if a written consent, setting forth the action
taken, is signed by all of the shareholders entitled to vote with respect to

                                       -23-

the action taken. This provision prevents holders of less than all of our
common stock from unilaterally using the written consent procedure to take
shareholder action.

TRANSFER AGENT AND REGISTRAR

       The transfer agent and registrar for our common stock is Wells Fargo
Shareowner Services.

                                       -24-

                             DESCRIPTION OF WARRANTS

OFFERED WARRANTS

       We may issue warrants that are debt warrants or equity warrants. We
may offer warrants separately or together with one or more additional
warrants or debt or equity securities or any combination of those securities
in the form of units, as described in the applicable prospectus supplement.
If we issue warrants as part of a unit, the accompanying prospectus
supplement will specify whether those warrants may be separated from the
other securities in the unit prior to the warrants' expiration date.

       DEBT WARRANTS. We may issue, together with debt securities or
separately, warrants for the purchase of debt securities on terms to be
determined at the time of sale.

       EQUITY WARRANTS. We may also issue warrants to purchase, including
warrant spreads, on terms to be determined at the time of sale, shares of our
common or preferred stock.

GENERAL TERMS OF WARRANTS

       The applicable prospectus supplement will contain, where applicable,
the following terms of and other information relating to the warrants and
warrant spreads:

           -      the specific designation and aggregate number of, and the
                  price at which we will issue, the warrants;

           -      the currency with which the warrants may be purchased;

           -      the date on which the right to exercise the warrants will
                  begin and the date on which that right will expire or, if
                  you may not continuously exercise the warrants throughout
                  that period, the specific date or dates on which you may
                  exercise the warrants;

           -      whether the warrants will be issued in fully registered
                  form or bearer form, in definitive or global form or in any
                  combination of these forms, although, in any case, the form
                  of a warrant included in a unit will correspond to the form
                  of the unit and of any debt security included in that unit;

           -      any applicable material United States federal income tax
                  consequences;

           -      the identity of the warrant agent for the warrants and of
                  any other depositaries, execution or paying agents,
                  transfer agents, registrars, determination, or other
                  agents;

           -      the proposed listing, if any, of the warrants or any
                  securities purchasable upon exercise of the warrants on any
                  securities exchange;

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

                                       -25-

           -      information with respect to book-entry procedures, if any;

           -      the terms of the securities issuable upon exercise of the
                  warrants;

           -      the antidilution provisions of the warrants, if any;

           -      any redemption or call provisions;

           -      the exercise price and procedures for exercise of the
                  warrants;

           -      the terms of any warrant spread and the market price of our
                  common stock which will trigger our obligation to issue
                  shares of our common stock in settlement of a warrant
                  spread;

           -      whether the warrants are to be sold separately or with
                  other securities as part of units; and

           -      any other terms of the warrants.

SIGNIFICANT PROVISIONS OF THE WARRANT AGREEMENTS

       We will issue the warrants under one or more warrant agreements to be
entered into between us and a bank or trust company, as warrant agent, in one
or more series, which will be described in the prospectus supplement for the
warrants. The following summaries of significant provisions of the warrant
agreements and the warrants are not intended to be comprehensive, and holders
of warrants should review the detailed description of the relevant warrant
agreement included in any prospectus supplement.

MODIFICATIONS WITHOUT CONSENT OF WARRANTHOLDERS. We and the warrant agent may
amend the terms of the warrants and the warrant certificates without the
consent of the holders to:

           -      cure any ambiguity;

           -      cure, correct or supplement any defective or inconsistent
                  provision; or

           -      amend the terms in any other manner which we may deem
                  necessary or desirable and which will not adversely affect
                  the interests of the affected holders in any material
                  respect.

ENFORCEABILITY OF RIGHTS OF WARRANTHOLDERS. The warrant agents will act
solely as our agents in connection with the warrant certificates and will not
assume any obligation or relationship of agency or trust for or with any
holders of warrant certificates or beneficial owners of warrants. Any holder
of warrant certificates and any beneficial owner of warrants may, without the
consent of any other person, enforce by appropriate legal action, on its own
behalf, its right to exercise the warrants evidenced by the warrant
certificates in the manner provided for in that series of warrants or
pursuant to the applicable warrant agreement. No holder of any warrant
certificate or beneficial owner of any warrants will be entitled to any of
the rights of a holder of the debt securities or any other warrant property,
if any, purchasable upon exercise of the warrants, including, without
limitation, the right to receive the payments

                                       -26-

on those debt securities or other warrant property or to enforce any of the
covenants or rights in the relevant indenture or any other similar agreement.

REGISTRATION AND TRANSFER OF WARRANTS. Subject to the terms of the applicable
warrant agreement, warrants in registered, definitive form may be presented for
exchange and for registration of transfer at the corporate trust office of the
warrant agent for that series of warrants, or at any other office indicated in
the prospectus supplement relating to that series of warrants, without service
charge. However, the holder will be required to pay any taxes and other
governmental charges as described in the warrant agreement. The transfer or
exchange will be effected only if the warrant agent for the series of warrants
is satisfied with the documents of title and identity of the person making the
request.

NEW YORK LAW TO GOVERN. The warrants and each warrant agreement will be governed
by, and construed in accordance with, the laws of the State of New York.

                                       -27-

                              PLAN OF DISTRIBUTION

         We may sell the securities offered by this prospectus:

         -    through underwriters or dealers;
         -    through agents;
         -    directly to purchasers; or
         -    through a combination of any of these methods of sale.

Any underwriter, dealer or agent may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933.

         The applicable prospectus supplement relating to the securities will
set forth:

         -    their offering terms, including the name or names of any
              underwriters, dealers or agents;
         -    the purchase price of the securities and the net proceeds we may
              receive from the sale;
         -    any underwriting discounts, commissions and other items
              constituting compensation to underwriters, dealers or agents;
         -    any initial public offering price;
         -    any discounts or concessions allowed or reallowed or paid by
              underwriters or dealers to other dealers; and
         -    any securities exchanges on which the securities may be listed.

         If underwriters or dealers are used in the sale, the securities will be
acquired by the underwriters or dealers for their own account and may be resold
from time to time in one or more transactions,

         -    at a fixed price or prices which may be changed, or
         -    at market prices prevailing at the time of sale, or
         -    at prices related to such prevailing market prices, or
         -    at negotiated prices.

The securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more of such firms. Unless otherwise set forth in the applicable prospectus
supplement, the obligations of underwriters or dealers to purchase the offered
securities will be subject to certain conditions precedent, and the underwriters
or dealers will be obligated to purchase all the offered securities if any are
purchased. Any public offering price and any discounts or concessions allowed or
reallowed or paid by underwriters or dealers to other dealers may be changed
from time to time.

         Securities may be sold directly by us or through agents designated by
us from time to time. Any agent involved in the offer or sale of the securities
in respect of which this prospectus is delivered will be named, and any
commissions payable by us to the agent will be set forth, in the applicable
prospectus supplement. Unless otherwise indicated in the applicable prospectus
supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.

         If so indicated in the applicable prospectus supplement, we will
authorize underwriters, dealers or agents to solicit offers from certain
specified institutions to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject to any conditions set

                                      -28-

forth in the applicable prospectus supplement and the prospectus supplement
will set forth the commission payable for solicitation of such contracts. The
underwriters and other persons soliciting such contracts will have no
responsibility for the validity or performance of any such contracts.

         Underwriters, dealers and agents may be entitled under agreements
entered into with us to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribution by us
to payments which they may be required to make. The terms and conditions of such
indemnification will be described in an applicable prospectus supplement.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for, us in the ordinary course of business.

         Each class or series of securities will be a new issue of securities
with no established trading market, other than our common stock, which is listed
on the New York Stock Exchange. We may elect to list any other class or series
of securities on any exchange, but are not obligated to do so. Any underwriters
to whom securities are sold by us for public offering and sale may make a market
in such securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any securities.

                                      -29-

                                 LEGAL OPINIONS

         Morill Thomas Nooney & Braun, LLP, Rapid City, South Dakota, will issue
an opinion for Black Hills regarding the validity of the debt securities, the
shares of preferred stock, the shares of common stock and the warrants offered
by this prospectus. Certain legal matters will be passed upon for Black Hills by
Conner & Winters, A Professional Corporation, Tulsa, Oklahoma, and for the
underwriters, dealers, or agents, if any, by Skadden, Arps, Slate, Meagher &
Flom LLP, New York, New York.

                                     EXPERTS

         The audited financial statements incorporated by reference in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
report.

         Future financial statements of the company and the reports thereon of
Arthur Andersen LLP also will be incorporated by reference in this prospectus in
reliance upon the authority of that firm as experts in giving those reports to
the extent said firm has audited those financial statements and consented to the
use of their reports thereon.

                                      -30-

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    All amounts, which are payable by the Registrant, except the SEC
    registration fee, are estimates.

                                                                                        
           SEC registration fee....................................................        $  100,000
           Printing and shipping expenses..........................................           125,000
           Legal fees and expenses.................................................           265,000
           Accounting fees and expenses............................................            60,000
           Trustee's and transfer agent's fees and expenses........................            15,000
           Rating agency fees......................................................           100,000
           Consulting fees and expenses............................................           400,000
           Miscellaneous...........................................................            35,000
                                                                                           ----------
                       Total.......................................................        $1,100,000
                                                                                           ==========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 47-5-27 of the South Dakota Codified Laws provides generally
that a corporation may indemnify any person who was or is a party to or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative in
nature, other than an action by or in the right of the corporation, by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, limited liability
company, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with the action,
suit or proceeding if that person acted in good faith and in a manner that
person reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such conduct was unlawful. The Bylaws of the
Registrant provide that, with respect to actions, suits or proceedings other
than by or in the right of the Registrant, the Registrant shall indemnify an
officer or director against liability incurred by such person as authorized
under the South Dakota Codified Laws. With respect to actions or suits by or in
the right of the Registrant, the Bylaws of the Registrant provide that the
Registrant shall indemnify any officer or director for any action or proceeding
he is made a party to by reason of the fact that he is or was a director or
officer of the Registrant, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the action or suit, if he
acted in good faith and in a manner he reasonably believed to be within the
scope of his authority and in, or not opposed to, the best interests of the
Registrant, except for those claims, issues or matters as to which such officer
or director shall have been adjudged to be liable to the Registrant, unless such
indemnification is deemed proper by a court. In addition, the Registrant has
entered into specific agreements with the directors and officers of the
Registrant providing for indemnification of such persons under certain
circumstances.

                                      II-1

         The Registrant's Articles of Incorporation also eliminate the liability
of the Registrant's directors for monetary damages for breach of their fiduciary
duty as directors. This provision, however, does not eliminate a director's
liability (a) for any breach of the director's duty of loyalty to the Registrant
or its shareholders, (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (c) for any
violation of Sections 47-5-15 to 47-5-19, inclusive, of the South Dakota
Codified Laws, which relate in part to certain unlawful dividend payments or
stock redemptions or repurchases, or (d) for any transaction from which the
director derived an improper personal benefit.

         The Registrant carries directors' and officers' liability insurance to
insure its directors and officers against liability for certain errors and
omissions and to defray costs of a suit or proceeding against an officer or
director.

ITEM 16.  EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated by reference
herein.

       Exhibit
       Number                               Description
       -------        ----------------------------------------------------------------------------------

            1***      Form of Underwriting Agreement.
            2**       Plan of Exchange Between Black Hills Corporation and Black Hills Holding
                      Corporation.
            4.1**     Articles of Incorporation of the Registrant.
            4.2****   Articles of Amendment of the Registrant.
            4.3**     Bylaws of the Registrant.
            4.4****   Statement of Designations, Preferences and Relative Rights and Limitations of
                      No Par Preferred Stock,
                      Series 2000-A of the Registrant.
            4.5*      Form of Indenture (Senior Debt Securities).
            4.6*      Form of Senior Debt Security (included in Exhibit 4.5).
            4.7*      Form of Indenture (Subordinated Debt Securities).
            4.8*      Form of Subordinated Debt Security (included in Exhibit 4.7).
            4.9*      Form of Stock Certificate for Common Stock, Par Value $1.00 Per Share.
            4.10***   Form of Warrants.
            4.11***   Form of Warrant Agreement.
            5*        Opinion of Morrill Thomas Nooney & Braun, LLP, regarding the legality of the
                      securities.
            8***      Opinion of Morrill Thomas Nooney & Braun, LLP, regarding certain federal tax
                      matters.
           12*        Statements Regarding Computation of Ratio of Earnings to Fixed Charges and
                      Ratio of Earnings to Fixed Charges and Preferred Stock Dividend.
           23.1*      Consent of Independent Public Accountants.
           23.2*      Consent of Morrill Thomas Nooney & Braun, LLP (included in Exhibit 5).
           23.3***    Consent of Morrill Thomas Nooney & Braun, LLP (included in Exhibit 8).
           24*        Power of Attorney (included on the signature page to this Registration Statement).

                                      II-2

           25***      Statement of Eligibility and Qualification on Form T-1 of Trustee.

- ----------
*       Filed herewith.
**      Previously filed as an exhibit to the Registrant's Registration
        Statement on Form S-4 (No. 333-52664), and incorporated by reference
        herein.
***     To be filed by amendment or as an exhibit to a Current Report on Form
        8-K in connection with a specific offering.
****    Previously filed as an exhibit to the Registrant's Current Report on
        Form 8-K filed on December 26, 2000.

ITEM 17.  UNDERTAKINGS.

       (a)    The undersigned Registrant hereby undertakes:

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

                     (i)    To include any prospectus required by Section
              10(a)(3) of the Securities Act of 1933;

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

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

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

              (2)    That, for the purpose of determining any liability under
       the Securities Act of 1933, each such post-effective amendment shall be
       deemed to be a new registration statement

                                      II-3

       relating to the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial bona fide
       offering thereof.

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

       (b)    The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this 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.

       (h)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 15 of
this Registration Statement, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

       (i)    The undersigned Registrant undertakes that:

              (1)    For purposes of determining any liability under the
       Securities Act of 1933, the information omitted from the form of
       prospectus filed as a part of this Registration Statement in reliance
       upon Rule 430A and contained in a 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.

              (2)    For the purpose of determining any liability under the
       Securities Act of 1933, 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.

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

                                      II-4

                                   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 City of Rapid City, State of South Dakota, on the 26th day of
December, 2000.

                                       BLACK HILLS CORPORATION

                                       By:     /s/   DANIEL P. LANDGUTH
                                            -----------------------------------
                                            Daniel P. Landguth
                                            Chairman of the Board and
                                            Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Daniel P. Landguth, Mark T. Thies and
Roxann R. Basham and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his or their
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

               Signature                        Title                                  Date
               ---------                        -----                                  ----

  /s/   DANIEL P. LANDGUTH               Chairman of the Board and              December 26, 2000
- -------------------------------------    Chief Executive Officer
Daniel P. Landguth                       (Principal Executive Officer)

  /s/   MARK T. THIES                    Senior Vice President and              December 26, 2000
- -------------------------------------    Chief Financial Officer
Mark T. Thies                            (Principal Financial Officer)

  /s/   ROXANN R. BASHAM                 Vice President - Controller and        December 26, 2000
- -------------------------------------    Corporate Secretary
Roxann R. Basham                         (Principal Accounting Officer)

                                      II-5

  /s/   JOHN R. HOWARD                   Director                               December 26, 2000
- -------------------------------------
John R. Howard

  /s/   DAVID C. EBERTZ                  Director                               December 26, 2000
- -------------------------------------
David C. Ebertz

  /s/   ADIL M. AMEER                    Director                               December 26, 2000
- -------------------------------------
Adil M. Ameer

  /s/   EVERETT E. HOYT                  Director                               December 26, 2000
- -------------------------------------
Everett E. Hoyt

  /s/   THOMAS J. ZELLER                 Director                               December 26, 2000
- -------------------------------------
Thomas J. Zeller

  /s/   DAVID S. MANEY                   Director                               December 26, 2000
- -------------------------------------
David S. Maney

  /s/   BRUCE B. BRUNDAGE                Director                               December 26, 2000
- -------------------------------------
Bruce B. Brundage

  /s/   KAY S. JORGENSEN                 Director                               December 26, 2000
- -------------------------------------
Kay S. Jorgensen

  /s/   GERALD R. FORSYTHE               Director                               December 26, 2000
- -------------------------------------
Gerald R. Forsythe

                                                II-6

                                INDEX TO EXHIBITS

       Exhibit
       Number                               Description
       -------                              -----------

       1***         Form of Underwriting Agreement.
       2**          Plan of Exchange Between Black Hills Corporation and Black Hills Holding
                    Corporation.
       4.1**        Articles of Incorporation of the Registrant.
       4.2****      Articles of Amendment of the Registrant.
       4.3**        Bylaws of the Registrant.
       4.4****      Statement of Designations, Preferences and Relative Rights and Limitations of No Par
                    Preferred Stock, Series
                    2000-A of the Registrant.
       4.5*         Form of Indenture (Senior Debt Securities).
       4.6*         Form of Senior Debt Security (included in Exhibit 4.5).
       4.7*         Form of Indenture (Subordinated Debt Securities).
       4.8*         Form of Subordinated Debt Security (included in Exhibit 4.7).
       4.9*         Form of Stock Certificate for Common Stock, Par Value $1.00 Per Share.
       4.10***      Form of Warrants.
       4.11***      Form of Warrant Agreement.
       5*           Opinion of Morrill Thomas Nooney & Braun, LLP, regarding the legality of the
                    securities.
       8***         Opinion of Morrill Thomas Nooney & Braun, LLP, regarding certain federal tax
                    matters.
      12*           Statements Regarding Computation of Ratio of Earnings to Fixed Charges and
                    Ratio of Earnings to Fixed Charges and Preferred Stock Dividend.
      23.1*         Consent of Independent Public Accountants.
      23.2*         Consent of Morrill Thomas Nooney & Braun, LLP (included in Exhibit 5).
      23.3***       Consent of Morrill Thomas Nooney & Braun, LLP (included in Exhibit 8).
      24*           Power of Attorney (included on the signature page to this Registration Statement).
      25***         Statement of Eligibility and Qualification on Form T-1 of Trustee.

- ------------
*       Filed herewith.
**      Previously filed as an exhibit to the Registrant's Registration
        Statement on Form S-4 (No. 333-52664), and incorporated by reference
        herein.
***     To be filed by amendment or as an exhibit to a Current Report on Form
        8-K in `connection with a specific offering.
****    Previously filed as an exhibit to the Registrant's Current Report on
        Form 8-K filed on December 22, 2000.

                                      II-7

                                                                    Exhibit 4.5

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

                             BLACK HILLS CORPORATION

                                       AND

                      [----------------------------------]
                                   AS TRUSTEE

                                    INDENTURE

                          DATED AS OF __________, 200__

                             SENIOR DEBT SECURITIES

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

                                           TABLE OF CONTENTS

                                                                                                   Page
                                                                                                   ----

                                               ARTICLE I
                                   DEFINITIONS AND OTHER PROVISIONS
                                        OF GENERAL APPLICATION

     SECTION 1.1   DEFINITIONS........................................................................1
     SECTION 1.2   COMPLIANCE CERTIFICATES AND OPINIONS...............................................9
     SECTION 1.3   FORM OF DOCUMENTS DELIVERED TO TRUSTEE............................................10
     SECTION 1.4   ACTS OF HOLDERS; RECORD DATES.....................................................11
     SECTION 1.5   NOTICES, ETC., TO TRUSTEE AND COMPANY.............................................13
     SECTION 1.6   NOTICE TO HOLDERS; WAIVER. .......................................................14
     SECTION 1.7   CONFLICT WITH TRUST INDENTURE ACT.................................................14
     SECTION 1.8   EFFECT OF HEADINGS AND TABLE OF CONTENTS..........................................14
     SECTION 1.9   SUCCESSORS AND ASSIGNS............................................................14
     SECTION 1.10  SEPARABILITY CLAUSE...............................................................15
     SECTION 1.11  BENEFITS OF INDENTURE. ...........................................................15
     SECTION 1.12  GOVERNING LAW. ...................................................................16
     SECTION 1.13  LEGAL HOLIDAYS....................................................................16
     SECTION 1.14  INDENTURE AND SECURITIES SOLELY CORPORATE
                          OBLIGATIONS. ..............................................................16
     SECTION 1.15  INDENTURE MAY BE EXECUTED IN COUNTERPARTS.........................................16

                                              ARTICLE II
                                            SECURITY FORMS

     SECTION 2.1   FORMS GENERALLY...................................................................17
     SECTION 2.2   FORM OF LEGEND FOR GLOBAL SECURITIES..............................................17
     SECTION 2.3   FORM OF TRUSTEE'S CERTIFICATE OF
                           AUTHENTICATION............................................................19
     SECTION 2.4   FORM OF CONVERSION NOTICE.........................................................19

                                              ARTICLE III
                                            THE SECURITIES

     SECTION 3.1   AMOUNT UNLIMITED; ISSUABLE IN SERIES..............................................21
     SECTION 3.2   DENOMINATIONS.....................................................................24
     SECTION 3.3   EXECUTION, AUTHENTICATION, DELIVERY AND
                           DATING....................................................................24

                                       i

     SECTION 3.4   TEMPORARY SECURITIES..............................................................26
     SECTION 3.5   REGISTRATION; REGISTRATION OF TRANSFER AND
                           EXCHANGE. ................................................................27
     SECTION 3.6   MUTILATED, DESTROYED, LOST AND STOLEN
                           SECURITIES................................................................29
     SECTION 3.7   PAYMENT OF INTEREST; INTEREST RIGHTS
                  PRESERVED..........................................................................30
     SECTION 3.8   PERSONS DEEMED OWNERS.............................................................33
     SECTION 3.9   CANCELLATION......................................................................33
     SECTION 3.10   COMPUTATION OF INTEREST..........................................................33

                                              ARTICLE IV
                                      SATISFACTION AND DISCHARGE

     SECTION 4.1   SATISFACTION AND DISCHARGE OF INDENTURE...........................................33
     SECTION 4.2   APPLICATION OF TRUST MONEY........................................................35

                                               ARTICLE V
                                               REMEDIES

     SECTION 5.1   EVENTS OF DEFAULT.................................................................35
     SECTION 5.2   ACCELERATION OF MATURITY; RESCISSION AND
                           ANNULMENT.................................................................37
     SECTION 5.3   COLLECTION OF INDEBTEDNESS AND SUITS FOR
                           ENFORCEMENT BY TRUSTEE. ..................................................38
     SECTION 5.4   TRUSTEE MAY FILE PROOFS OF CLAIM..................................................39
     SECTION 5.5   TRUSTEE MAY ENFORCE CLAIMS WITHOUT
                           POSSESSION OF SECURITIES. ................................................39
     SECTION 5.6   APPLICATION OF MONEY COLLECTED....................................................40

     SECTION 5.7   LIMITATION ON SUITS...............................................................40
     SECTION 5.8   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                           PRINCIPAL, PREMIUM AND INTEREST AND TO
                           CONVERT...................................................................41
     SECTION 5.9   RESTORATION OF RIGHTS AND REMEDIES................................................41
     SECTION 5.10   RIGHTS AND REMEDIES CUMULATIVE...................................................42
     SECTION 5.11   DELAY OR OMISSION NOT WAIVER.....................................................42
     SECTION 5.12   CONTROL BY HOLDERS...............................................................42
     SECTION 5.13   WAIVER OF PAST DEFAULTS. ........................................................43
     SECTION 5.14   UNDERTAKING FOR COSTS............................................................43
     SECTION 5.15   WAIVER OF USURY, STAY OR EXTENSION LAWS..........................................43

                                       ii

                                              ARTICLE VI
                                              THE TRUSTEE

     SECTION 6.1   CERTAIN DUTIES AND RESPONSIBILITIES...............................................44
     SECTION 6.2   NOTICE OF DEFAULTS................................................................44
     SECTION 6.3   CERTAIN RIGHTS OF TRUSTEE.........................................................44
     SECTION 6.4   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                           SECURITIES................................................................47
     SECTION 6.5   MAY HOLD SECURITIES AND ACT AS TRUSTEE
                           UNDER OTHER INDENTURES....................................................47
     SECTION 6.6   MONEY HELD IN TRUST...............................................................47
     SECTION 6.7   COMPENSATION AND REIMBURSEMENT....................................................47
     SECTION 6.8   CONFLICTING INTERESTS.............................................................48
     SECTION 6.9   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...........................................48
     SECTION 6.10   RESIGNATION AND REMOVAL; APPOINTMENT
                           OF SUCCESSOR..............................................................49
     SECTION 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...........................................50
     SECTION 6.12   MERGER, CONVERSION, CONSOLIDATION OR
                           SUCCESSION TO BUSINESS....................................................53
     SECTION 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                           COMPANY...................................................................53
     SECTION 6.14   APPOINTMENT OF AUTHENTICATING AGENT..............................................53

                                              ARTICLE VII
                          HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 7.1   COMPANY TO FURNISH TRUSTEE NAMES AND
                           ADDRESSES OF HOLDERS......................................................55
     SECTION 7.2   PRESERVATION OF INFORMATION; COMMUNICATIONS
                           TO HOLDERS................................................................55
     SECTION 7.3   REPORTS BY TRUSTEE................................................................56
     SECTION 7.4   REPORTS BY COMPANY................................................................56

                                             ARTICLE VIII
                          CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.1   COMPANY MAY CONSOLIDATE, ETC., ONLY ON
                           CERTAIN TERMS.............................................................57

                                      iii

     SECTION 8.2   SUCCESSOR SUBSTITUTED.............................................................58

                                              ARTICLE IX
                                        SUPPLEMENTAL INDENTURES

     SECTION 9.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT
                           OF HOLDERS................................................................58
     SECTION 9.2   SUPPLEMENTAL INDENTURES WITH CONSENT OF
                           HOLDERS. .................................................................60
     SECTION 9.3   EXECUTION OF SUPPLEMENTAL INDENTURES..............................................62
     SECTION 9.4   EFFECT OF SUPPLEMENTAL INDENTURES.................................................62
     SECTION 9.5   CONFORMITY WITH TRUST INDENTURE ACT...............................................62
     SECTION 9.6   REFERENCE IN SECURITIES TO SUPPLEMENTAL
                           INDENTURES................................................................62

                                               ARTICLE X
                                               COVENANTS

     SECTION 10.1   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.......................................63
     SECTION 10.2   MAINTENANCE OF OFFICE OR AGENCY..................................................64
     SECTION 10.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD
                           IN TRUST..................................................................64
     SECTION 10.4   STATEMENT BY OFFICERS AS TO DEFAULT..............................................66
     SECTION 10.5   EXISTENCE........................................................................66
     SECTION 10.6   WAIVER OF CERTAIN COVENANTS......................................................66

                                              ARTICLE XI
                                       REDEMPTION OF SECURITIES

     SECTION 11.1   APPLICABILITY OF ARTICLE.........................................................66
     SECTION 11.2   ELECTION TO REDEEM; NOTICE TO TRUSTEE............................................67
     SECTION 11.3   SELECTION BY TRUSTEE OF SECURITIES TO BE
                           REDEEMED. ................................................................67
     SECTION 11.4   NOTICE OF REDEMPTION.............................................................68
     SECTION 11.5   DEPOSIT OF REDEMPTION PRICE......................................................69
     SECTION 11.6   SECURITIES PAYABLE ON REDEMPTION DATE............................................69
     SECTION 11.7   SECURITIES REDEEMED IN PART......................................................70

                                              ARTICLE XII
                                             SINKING FUNDS

                                      iv

     SECTION 12.1   APPLICABILITY OF ARTICLE.........................................................70
     SECTION 12.2   SATISFACTION OF SINKING FUND PAYMENTS WITH
                           SECURITIES. ..............................................................72
     SECTION 12.3   REDEMPTION OF SECURITIES FOR SINKING FUND........................................72

                                             ARTICLE XIII
                                  DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 13.1   COMPANY'S OPTION TO EFFECT DEFEASANCE OR
                           COVENANT DEFEASANCE.......................................................73
     SECTION 13.2   DEFEASANCE AND DISCHARGE.........................................................73
     SECTION 13.3   COVENANT DEFEASANCE..............................................................74
     SECTION 13.4   CONDITIONS TO DEFEASANCE OR COVENANT
                           DEFEASANCE................................................................74
     SECTION 13.5   DEPOSITED MONEY AND U.S. GOVERNMENT
                           OBLIGATIONS TO BE HELD IN TRUST;
                           MISCELLANEOUS PROVISIONS..................................................77
     SECTION 13.6   REINSTATEMENT....................................................................77

                                              ARTICLE XIV
                                       CONVERSION OF SECURITIES

     SECTION 14.1   APPLICABILITY OF ARTICLE.........................................................78
     SECTION 14.2   EXERCISE OF CONVERSION PRIVILEGE.................................................78
     SECTION 14.3   NO FRACTIONAL SHARES.............................................................80
     SECTION 14.4   ADJUSTMENT OF CONVERSION PRICE...................................................80
     SECTION 14.5   NOTICE OF CERTAIN CORPORATE ACTIONS..............................................82
     SECTION 14.6   RESERVATION OF SHARES OF COMMON STOCK............................................83
     SECTION 14.7   PAYMENT OF CERTAIN TAXES UPON CONVERSION.........................................83
     SECTION 14.8   NONASSESSABILITY.................................................................83
     SECTION 14.9   PROVISION IN CASE OF CONSOLIDATION, MERGER
                           OR SALE OF ASSETS.........................................................83
     SECTION 14.10   DUTIES OF TRUSTEE REGARDING CONVERSION..........................................84
     SECTION 14.11   REPAYMENT OF CERTAIN FUNDS UPON
                           CONVERSION................................................................85

                                       v

                  INDENTURE, dated as of ___________, 200__, between Black Hills
Corporation, a corporation duly organized and existing under the laws of the
State of South Dakota (herein called the "Company"), having its principal
executive office at 625 Ninth Street, P.O. Box 1400, Rapid City, South Dakota
57709, and [___________________], as Trustee (herein called the "Trustee").

                              W I T N E S S E T H :
                               - - - - - - - - - -

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

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

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

                                  ARTICLE I

                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

SECTION 1.1   DEFINITIONS.

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

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

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

                                       1

                           (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;

                           (4) unless the context otherwise requires, any
         reference to an "Article" or a "Section" refers to an Article or a
         Section, as the case may be, of this Indenture; and

                           (5) 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.

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

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

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board empowered to act for
it with respect to this Indenture.

                  "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.

                                       2

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

                  "Commission" means the Securities and Exchange Commission,
from time to time constituted, created under the Exchange Act, 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.

                  "Common Stock" includes any stock of any class of the Company,
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding-up of
the Company and which is not subject to redemption by the Company; provided,
however, subject to the provisions of Section 14.9, shares issuable upon
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,
further 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.

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President, and by its principal financial officer, its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                  "Constituent Person" has the meaning specified in Section
14.9.

                                      3

                  "Corporate Trust Office" means the corporate trust office
of the Trustee at [___________________________], Attention: Corporate Trust
Department, or such other office, designated by the Trustee by written notice
to the Company, at which at any particular time its corporate trust business
shall be administered.

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

                  "Covenant Defeasance" has the meaning specified in Section
13.3.

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

                  "Defeasance" has the meaning specified in Section 13.2.

                  "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.1.

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

                  "Exchange Act" means the Securities Exchange Act of 1934 and
any statute successor thereto, in each case as amended from time to time.

                  "Expiration Date" has the meaning specified in Section 1.4.

                  "Global Security" means a Security that evidences all or part
of the Securities of any series and bears the legend set forth in Section 2.2
(or such legend as may be specified as contemplated by Section 3.1 for such
Securities).

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.

                  "Indenture" means this instrument as originally executed and
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

                                       4

as contemplated by Section 3.1; provided, however, that if at any time more
than one Person is acting as Trustee under this Indenture due to the
appointment of one or more separate Trustees for any one or more separate
series of Securities, "Indenture" shall mean, with respect to such series of
Securities for which any such Person is Trustee, this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series
of Securities for which such Person is Trustee established as contemplated by
Section 3.1, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of
any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee, but to which such person, as such Trustee, was not a party;
provided, further that in the event that this Indenture is supplemented or
amended by one or more indentures supplemental hereto which are only
applicable to certain series of Securities, the term "Indenture" for a
particular series of Securities shall only include the supplemental
indentures applicable thereto.

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

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

                  "Investment Company Act" means the Investment Company Act of
1940 and any statute successor thereto, in each case as amended from time to
time.

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

                  "Notice of Default" means a written notice of the kind
specified in Section 5.1(4).

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the principal
financial officer, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers'

                                       5

Certificate given pursuant to Section 10.4 shall be the principal executive,
financial or accounting officer of the Company.

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

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

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

                           (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 as to which Defeasance has been
         effected pursuant to Section 13.2; and

                           (4) Securities which have been paid pursuant to
         Section 3.6 or in exchange for or in lieu of which other Securities
         have been authenticated and delivered pursuant to this Indenture, other
         than any such Securities in respect of which there shall have been
         presented to the Trustee proof satisfactory to it that such Securities
         are held by a bona fide purchaser in whose hands such Securities are
         valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as

                                            6

of any date, (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of
the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such
date, the principal amount payable at the Stated Maturity of a Security is
not determinable, the principal amount of such Security which shall be deemed
to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.1, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall
be deemed to be Outstanding shall be the U.S. dollar equivalent, determined
as of such date in the manner provided as contemplated by Section 3.1, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such
Clause), and (D) 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, waiver or other action,
only Securities which the Trustee 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 or any premium or interest on any Securities on behalf of
the Company.

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

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

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a

                                       7

mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

                  "Record Date" means any Regular Record Date or Special Record
Date.

                  "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.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.1.

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

                  "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.5.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.7.

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

                  "Subsidiary" means, with respect to any Person, (i) any
corporation or trust of which a majority of the outstanding voting securities is
at the time, and (ii) any partnership of which a majority of the equity capital
or profit interest is at the time, owned, directly or indirectly, by the
Company, by one or more other Subsidiaries or by the Company and one or more
Subsidiaries. For the purposes of this definition, "voting securities" means
securities which ordinarily have voting

                                       8

power for the election of directors, whether at all times or only so long as
no senior class of securities has such voting power by reason of any
contingency.

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

                  "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.

                  "U.S. Government Obligation" has the meaning specified in
Section 13.4.

                  "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."

SECTION 1.2   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 such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture 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;

                                       9

                           (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 or she has made such examination or investigation as is
         necessary to enable him or her to express an informed opinion as to
         whether or not such covenant or condition has been complied with; and

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

SECTION 1.3   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her 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.

                                      10

SECTION 1.4   ACTS OF HOLDERS; RECORD DATES.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made 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; and, 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. The Trustee shall promptly deliver to the Company
copies of all such instrument or instruments delivered to the Trustee. 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. 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 Section 6.1) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

                  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 or her the execution thereof.
Where such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her 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.

                  The ownership of Securities shall be proved by the Security
Register.

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

                  The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, vote, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or

                                      11

taken by Holders of Securities of such series, provided that the Company may
not set a record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is
set pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date, and no other Holders, shall be entitled
to take the relevant action, whether or not such Holders remain Holders after
such record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be
canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.6.

                  The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action

                                      12

by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.6.

                  With respect to any record date set pursuant to this Section,
the party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.
                  Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

SECTION 1.5   NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

                           (1)      the Trustee by any Holder or by the Company
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing (or by facsimile transmissions, provided
         that oral confirmation of receipt shall have been received) to or with
         the Trustee at its Corporate Trust Office, Attention: Corporate Trust
         Department, or

                           (2) the Company by the Trustee or by any Holder shall
         be sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument or at any
         other address previously furnished in writing to the Trustee by the

                                      13

         Company, Attention: Chief Financial Officer.

SECTION 1.6   NOTICE TO HOLDERS; WAIVER.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by hand or overnight courier to each Holder affected by such event,
at its address as it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. Neither the failure to mail or
deliver by hand or overnight courier any such notice, nor any defect in any
such notice so mailed or delivered by hand or overnight courier, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

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

SECTION 1.7   CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act which is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

SECTION 1.8   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 1.9   SUCCESSORS AND ASSIGNS.

                                      14

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

SECTION 1.10   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 1.11   BENEFITS OF INDENTURE.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

                                      15

SECTION 1.12   GOVERNING LAW.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO SUCH STATE'S CONFLICTS OF LAWS PRINCIPLES.

SECTION 1.13   LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security or the last date on which a Holder has the
right to convert a Security at a particular conversion price shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of any Security
which specifically states that such provision shall apply in lieu of this
Section)) payment of interest or principal (and premium, if any) or, if
applicable to a particular series of Securities, conversion 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, at the Stated Maturity or on
such last day for conversion, as the case may be.

SECTION 1.14   INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

                  No recourse for the payment of the principal of or premium, if
any, or interest on any Security, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any supplemental indenture or
in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, or director or subsidiary, 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 constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that all such liability is hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issue of the Securities.

SECTION 1.15   INDENTURE MAY BE EXECUTED IN COUNTERPARTS.

                                      16

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

                                  ARTICLE II

                                SECURITY FORMS

SECTION 2.1   FORMS GENERALLY.

                  The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action 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 3.3 for the authentication and delivery of such
Securities. Any such Board Resolution or record of such action shall have
attached thereto a true and correct copy of the form of Security referred to
therein approved by or pursuant to such Board Resolution.

SECTION 2.2   FORM OF LEGEND FOR GLOBAL SECURITIES.

                  Unless otherwise specified as contemplated by Section 3.1 for
the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE

                                      17

THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                                      18

SECTION 2.3   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  The Trustee's certificates of authentication shall be in
substantially the following form:

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

                                    [_______________________],
                                   as Trustee

                                    By:______________________
                                            Authorized Officer

SECTION 2.4   FORM OF CONVERSION NOTICE.

                  Conversion notices shall be in substantially the following
form:

To Black Hills Corporation:

                  The undersigned owner of this Security hereby irrevocably
exercises the option to convert this Security, or portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of the Company in accordance with the terms of the Indenture referred to
in this Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date during the period
beginning at the close of business on a Regular Record Date and ending at the
opening of business on the first Business Day after the next succeeding Interest
Payment Date, or if such Interest Payment Date is not a Business Day, the second
such Business Day), this Notice is accompanied by payment, in funds acceptable
to the Company, of an amount equal to the interest payable on such Interest
Payment Date of the principal of this Security to be converted. If shares are to
be issued in the name of a person other than the undersigned, the undersigned
will

                                      19

pay all transfer taxes payable with respect hereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Security.

                  Principal Amount to be Converted
         (in an integral multiple of $1,000, if less than all)

U.S. $_____________
Dated:  ___________
                                    Signature(s) must be guaranteed by an
                                    eligible guarantor institution (banks, stock
                                    brokers, savings and loan associations and
                                    credit unions with membership in an approved
                                    signature guarantee medallion program)
                                    pursuant to Securities and Exchange
                                    Commission Rule 17Ad-15.

                                    -----------------------------------
                                            Signature Guaranty

                  Fill in for registration of shares of Common Stock and
Security if to be issued otherwise than to the registered Holder.

- -------------------------           --------------------------------------------
(Name)                              Social Security or Other Taxpayer
                                    Identification Number

- -------------------------
(Address)

- ---------------------------------
Please print Name and Address
(including zip code number)

[The above conversion notice is to be modified, as appropriate, for conversion
into other securities or property of the Company.]

                                ARTICLE III

                              THE SECURITIES

                                      20

SECTION 3.1   AMOUNT UNLIMITED; ISSUABLE IN SERIES.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

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

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

                           (2) any limit upon the aggregate principal amount of
         the Securities of the series which may be authenticated and delivered
         under this Indenture (except for Securities authenticated and delivered
         upon registration of transfer of, or in exchange for, or in lieu of,
         other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6
         or 11.7 and except for any Securities which, pursuant to Section 3.3,
         are deemed never to have been authenticated and delivered hereunder);

                           (3) the Person to whom any interest on a 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;

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

                           (5) the rate or rates at which any Securities of the
         series shall bear interest, if any, the date or dates from which any
         such interest shall accrue, the Interest Payment Dates on which any
         such interest shall be payable and the Regular Record Date for any such
         interest payable on any Interest Payment Date;

                           (6) the place or places where the principal of and
         any premium and interest on any Securities of the series shall be
         payable;

                                      21

                           (7) the period or periods within which, the price or
         prices at which and the terms and conditions upon which any Securities
         of the series may be redeemed, in whole or in part, at the option of
         the Company and, if other than by a Board Resolution, the manner in
         which any election by the Company to redeem the Securities shall be
         evidenced;

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

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

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

                           (11) if other than the currency of the United States
         of America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for purposes of the definition of "Outstanding" in Section
         1.1;

                           (12) if the principal of or any premium or interest
         on any Securities of the series is to be payable, at the election of
         the Company or the Holder thereof, in one or more currencies or
         currency units other than that or those in which such Securities are
         stated to be payable, the currency, currencies or currency units in
         which the principal of or any premium or interest on such Securities as
         to which such election is made shall be payable, the periods within
         which and the terms and conditions upon which such election is to be
         made and

                                      22

         the amount so payable (or the manner in which such amount shall be
         determined);

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

                           (14) if the principal amount payable at the Stated
         Maturity of any Securities of the series will not be determinable as of
         any one or more dates prior to the Stated Maturity, the amount which
         shall be deemed to be the principal amount of such Securities as of any
         such date for any purpose thereunder or hereunder, including the
         principal amount thereof which shall be due and payable upon any
         Maturity other than the Stated Maturity or which shall be deemed to be
         Outstanding as of any date prior to the Stated Maturity (or, in any
         such case, the manner in which such amount deemed to be the principal
         amount shall be determined);

                           (15) if applicable, that the Securities of the
         series, in whole or any specified part, shall be defeasible pursuant to
         Section 13.2 or Section 13.3 or both such Sections and, if other than
         by a Board Resolution, the manner in which any election by the Company
         to defease such Securities shall be evidenced;

                           (16) if applicable, the terms of any right to convert
         Securities of the series into shares of Common Stock of the Company or
         other securities or property;

                           (17) if applicable, that any Securities of the series
         shall be issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 2.2 and any circumstances in addition to or in lieu of
         those set forth in Clause (2) of the last paragraph of Section 3.5 in
         which any such Global Security may be exchanged in whole or in part for
         Securities registered, and any transfer of such Global Security in
         whole or in part may be registered, in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                                     23

                           (18) any addition to or change in the Events of
         Default which applies to any Securities of the series and any change in
         the right of the Trustee or the requisite Holders of such Securities to
         declare the principal amount thereof due and payable pursuant to
         Section 5.2;

                           (19) any addition to or change in the covenants set
         forth in Article 10 which applies to Securities of the series; and

                           (20) any other terms of the series (which terms shall
         not be inconsistent with the provisions of this Indenture, except as
         permitted by Section 9.1(5)).

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

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary 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 series.

SECTION 3.2   DENOMINATIONS.

                  The Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as shall be
specified as contemplated by Section 3.1. In the absence of any such specified
denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

SECTION 3.3   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Chief Executive Officer, its principal financial
officer, its President or one of its Vice Presidents, attested by its Treasurer,
Secretary or one of

                                      24

its Assistant Treasurers or Assistant Secretaries. The signature of any of
these officers on the Securities may be manual or facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
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. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, a copy of such Board Resolution, the Officers'
Certificate setting forth the terms of the series and an Opinion of Counsel,
with such Opinion of Counsel stating,

                           (1) if the form of such Securities has been
         established by or pursuant to Board Resolution as permitted by Section
         2.1, that such form has been established in conformity with the
         provisions of this Indenture;

                           (2) if the terms of such Securities have been
         established by or pursuant to Board Resolution as permitted by Section
         3.1, that such terms have been established in conformity with the
         provisions of this Indenture; and

                           (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, fraudulent transfer, reorganization, moratorium and similar
         laws of general applicability relating to or affecting creditors'
         rights and to general equity principles.

                                      25

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

                  Notwithstanding the provisions of Section 3.1 and of the
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 3.1 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or prior to the authentication of each Security of such series
if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.

                  Each Security shall be dated the date of its authentication.

                  No Security 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 been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
3.9, 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.

                  Neither the Company nor the Trustee shall have any
responsibility for any defect in the CUSIP number that appears on any
Security, check, advice of payment or redemption notice, and any such
document may contain a statement to the effect that CUSIP numbers have been
assigned by an independent service for convenience of reference and that
neither the Company nor the Trustee shall be liable for any inaccuracy in
such numbers.

SECTION 3.4   TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially

                                      26

of the tenor of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

                  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 in a Place
of Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities of the same series, of
any authorized denominations and of like tenor and aggregate principal
amount. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.

SECTION 3.5   REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
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 Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

                  Upon surrender for registration of transfer of any Security of
a series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

                  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to

                                      27

be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

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

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

                  If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of that series
(or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under
Section 11.3 and ending at the close of business on the day of such mailing, or
(B) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

                  The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

                           (1) Each Global Security authenticated under this
         Indenture shall be registered in the name of the Depositary designated
         for such Global Security or a nominee thereof and delivered to such
         Depositary or a nominee thereof or custodian therefor, and each such
         Global Security shall constitute a single Security for all purposes of
         this Indenture.

                                      28

                           (2) Notwithstanding any other provision in this
         Indenture, no Global Security may be exchanged in whole or in part for
         Securities registered, and no transfer of a Global Security in whole or
         in part may be registered, in the name of any Person other than the
         Depositary for such Global Security or a nominee thereof unless (A)
         such Depositary (i) has notified the Company that it is unwilling or
         unable to continue as Depositary for such Global Security or (ii) has
         ceased to be a clearing agency registered under the Exchange Act, (B)
         there shall have occurred and be continuing an Event of Default with
         respect to such Global Security or (C) there shall exist such
         circumstances, if any, in addition to or in lieu of the foregoing as
         have been specified for this purpose as contemplated by Section 3.1.

                           (3) Subject to Clause (2) above, any exchange of a
         Global Security for other Securities may be made in whole or in part,
         and all Securities issued in exchange for a Global Security or any
         portion thereof shall be registered in such names as the Depositary for
         such Global Security shall direct.

                           (4) Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security or any portion thereof, whether pursuant to this Section,
         Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.

SECTION 3.6   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If any mutilated Security 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.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company

                                      29

shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

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

                  Every new Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, 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 this Indenture equally
and proportionately with any and all other Securities 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.

SECTION 3.7   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Except as otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, interest on any 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 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:

                                      30

                           (1) The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the 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 given to each Holder of
         Securities of such series in the manner set forth in Section 1.6,
         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).

                           (2) The Company may make payment of any Defaulted
         Interest on the 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
         as shall be deemed practicable by the Trustee.

                                      31

                  Subject to the foregoing provisions of this Section, 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.

                  Subject to the provisions of Section 14.2, in the case of any
Security (or any part thereof) which is converted after any Regular Record Date
and on or prior to the next succeeding Interest Payment Date (other than any
Security the principal of (or premium, if any, on) which shall become due and
payable, whether at Stated Maturity or by declaration of acceleration prior to
such Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date 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 any 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 or in Section 14.2, in the case of any Security (or any part thereof)
which is converted, interest whose Stated Maturity is after the date of
conversion of such Security (or such part thereof) shall not be payable.

                                      32

SECTION 3.8   PERSONS DEEMED OWNERS.

                  Prior to due presentment of a 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 Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 3.7) 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.

SECTION 3.9   CANCELLATION.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly canceled by it. 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 held by the Trustee shall be disposed of as directed by a Company
Order.

SECTION 3.10   COMPUTATION OF INTEREST.

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

                                  ARTICLE IV

                         SATISFACTION AND DISCHARGE

SECTION 4.1   SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Request cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of

                                      33

Securities 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 theretofore authenticated
                  and delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.6 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Trustee or the Company and
                  thereafter repaid to the Company or discharged from such
                  trust, as provided in Section 10.3) have been delivered to the
                  Trustee for cancellation; or

                                    (B)      all such Securities not theretofore
                  delivered to the Trustee for cancellation

                                             (i) have become due and payable, or

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

                                             (iii) are to be called for
                  redemption within one year under arrangements satisfactory to
                  the Trustee for the giving of notice of redemption by the
                  Trustee in the name, and at the expense, of the Company, and
                  the Company, in the case of (i), (ii) or (iii) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for the purpose of making the following
                  payments, money in an amount sufficient to pay and discharge
                  the entire indebtedness on such Securities not theretofore
                  delivered to the Trustee for cancellation, for principal and
                  any premium and interest to the date of such deposit (in
                  the case of Securities which have become due and payable) or
                  to the Stated Maturity or Redemption Date, as the case may be;

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

                                      34

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.7, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 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 4.2 and
the last paragraph of Section 10.3 shall survive.

SECTION 4.2   APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
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 any premium and
interest for whose payment such money has been deposited with the Trustee.

                                    ARTICLE V

                                    REMEDIES

SECTION 5.1   EVENTS OF DEFAULT.

                  "Event of Default," wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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

                                      35

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

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

                           (5) the entry by a court having jurisdiction in the
         premises of a decree or order for relief in respect of the Company in
         an involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, equestrator or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 90 consecutive
         days; or

                           (6) the commencement by the Company of a voluntary
         case or proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         it to the entry of a decree or order for relief in respect of the
         Company in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it of a petition

                                       36

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

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

SECTION 5.2   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default (other than an Event of Default
specified in Section 5.1(5) or 5.1(6)) 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 of all
the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default
specified in Section 5.1(5) or 5.1(6) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, 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

                                      37

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

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

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

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

                           (2) all Events of Default with respect to Securities
         of that series, other than the non-payment of the principal of
         Securities of that series which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 5.13. No such rescission shall affect any subsequent default or
         impair any right consequent thereon.

SECTION 5.3   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if

                           (1) default is made in the payment of any interest on
         any Security when such interest becomes due and payable and such
         default continues for a period of 30 days, or

                           (2) default is made in the payment of the principal
         of (or premium, if any, on) any Security at the Maturity thereof, the
         Company will, upon demand of the Trustee, pay to it, for the benefit of
         the Holders of such Securities, the whole amount then due and payable
         on such Securities for principal and any premium and interest and, to
         the extent that payment of such interest shall be legally enforceable,
         interest on any overdue principal and premium and on any overdue
         interest, at

                                      38

         the rate or rates prescribed therefor in such Securities, and in
         addition thereto, such further amount as shall be sufficient to
         cover the costs and expenses of collection, including the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel.

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

SECTION 5.4   TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of 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 6.7.

                  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;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

SECTION 5.5   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

                                      39

                  All rights of action and claims under this Indenture or the
Securities 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 in respect of which such judgment has been recovered.

SECTION 5.6   APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or any premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
Section 6.7;

                  SECOND: To the payment of the amounts then due and unpaid for
principal of and any premium, if any, and interest 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 any premium, if any, and interest,
respectively; and

                  THIRD: The balance, if any, to the Company or any other Person
or Persons entitled thereto.

SECTION 5.7   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) such Holder has previously given written notice
         to the Trustee of a continuing Event of Default with respect to the
         Securities of that series;

                                       40

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

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

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

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

SECTION 5.8   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
              INTEREST AND TO CONVERT.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 3.7) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date), to convert such Securities in accordance with Article 14 to
the extent that such right to convert is applicable to such Security and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 5.9   RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder 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

                                      41

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 5.10   RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 3.6, 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 assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.

SECTION 5.11   DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder of any
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 an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee (subject to the
limitations contained in this Indenture) or by the Holders, as the case may be.

SECTION 5.12   CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that:

                           (1) such direction shall not be in conflict with any
         rule of law or with this Indenture and the Trustee shall not have
         determined that the action so directed would be unjustly prejudicial to
         Holders of Securities of that series, or any other series, not taking
         part in such direction; and

                                      42

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

SECTION 5.13   WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except:

                           (1) a default in the payment of the principal of or
         any premium or interest on any Security of such series; or

                           (2) to the extent such right is applicable to such
         Security, a failure by the Company on request to convert any Security
         into Common Stock; or

                           (3) in respect of a covenant or provision hereof
         which under Article 9 cannot be modified or amended without the consent
         of the Holder of each Outstanding Security of such series affected.

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

SECTION 5.14   UNDERTAKING FOR COSTS.

                  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 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 in any suit for the enforcement of the right to convert any Security in
accordance with Article 14.

SECTION 5.15   WAIVER OF USURY, STAY OR EXTENSION LAWS.

                                      43

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

                                  ARTICLE VI

                                  THE TRUSTEE

SECTION 6.1   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 6.2   NOTICE OF DEFAULTS.

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

SECTION 6.3   CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 6.1:

                                      44

                           (1) the Trustee may rely and shall be protected in
         acting or refraining from acting upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, 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;

                           (2) 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 shall
         be sufficiently evidenced by a Board Resolution;

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

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

                           (5) the Trustee shall be under no obligation to
         exercise 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;

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

                                      45

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

                                       46

SECTION 6.4   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 neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity, sufficiency or priority 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 6.5   MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES.

                  The Trustee, any Authenticating Agent, any Paying Agent,
any Security Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 6.8 and 6.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

                  Subject to the limitations imposed by the Trust Indenture
Act, nothing in this Indenture shall prohibit the Trustee from becoming and
acting as trustee under other indentures under which other securities, or
certificates of interest of participation in other securities, of the Company
are outstanding in the same manner as if it were not Trustee hereunder.

SECTION 6.6   MONEY HELD IN TRUST.

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

SECTION 6.7   COMPENSATION AND REIMBURSEMENT.

                  The Company agrees:

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

                                      47

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

SECTION 6.8   CONFLICTING INTERESTS.

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

SECTION 6.9   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be one (and only one) Trustee
hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has (or if the Trustee is a member of a bank holding company system, its bank
holding company has) a combined capital and surplus of at least $50,000,000. If
any such Person or bank holding company 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 and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person or bank
holding company 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 with respect to the Securities of any series shall cease to be eligible
in

                                      48

accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

SECTION 6.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  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 6.11.

                  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

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

                  If at any time:

                           (1) the Trustee shall fail to comply with Section 6.8
         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 shall cease to be eligible under
         Section 6.9 and shall fail to resign after written request therefor by
         the Company or by any such Holder, or

                           (3) the Trustee shall become incapable of acting or
         shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
         or of its property shall be appointed or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation, then, in any
         such case, (A) the Company by a Board Resolution may remove the Trustee
         with respect to all Securities, or (B) subject to Section 5.14, 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

                                      49

         jurisdiction for the removal of the Trustee with respect to all
         Securities and the appointment of a successor Trustee or Trustees.

                  If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11.
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 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in
the manner required by Section 6.11, the retiring Trustee may petition, or
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.

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

SECTION 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  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

                                      50

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.

                  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 trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
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.

                  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 the first or second preceding paragraph, as the case may be.

                                      51

                  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.

                                      52

SECTION 6.12   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 6.14   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 and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.6, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having (or if the Authenticating Agent is a member of a bank holding
company system, its bank holding company has) a combined capital and surplus of
not less than

                                      53

$50,000,000 and subject to supervision or examination by Federal or State
authority. 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 an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. 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 Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.

                  If an appointment with respect to one or more series is made
pursuant to this Section 6.12, the Securities of such series may have endorsed
thereon, in addition

                                      54

to the Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

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

                                             [____________________],
                                               as Trustee

                                             By:_______________________
                                                     As Authenticating Agent

                                             By:_______________________
                                                     Authorized Officer

                                  ARTICLE VII

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

                  The Company will furnish or cause to be furnished to the
Trustee:

                           (1) semi-annually, not later than 15 days after the
         Regular Record Date, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders of Securities of
         each series as of such Regular Record Date, as the case may be; and

                           (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; provided that no such
         list need be furnished by the Company to the Trustee so long as the
         Trustee is acting as Security Registrar.

SECTION 7.2   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

                                      55

                  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 7.1 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished.

                  The rights of 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.

                  Every Holder of Securities, 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 any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 7.3   REPORTS BY TRUSTEE.

                  The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.

                  Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted no later than July 1 in each
calendar year, commencing with the first July 1 after the first issuance of
Securities pursuant to this Indenture.

                  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 notify the Trustee when any Securities are listed on any stock
exchange.

SECTION 7.4   REPORTS BY COMPANY.

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

                                      56

                                 ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

                  The Company shall not consolidate with or merge into any other
Person (in a transaction in which the Company is not the surviving corporation)
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:

                           (1) in case the Company shall consolidate with or
         merge into another Person (in a transaction in which the Company is not
         the surviving corporation) or convey, transfer or lease its properties
         and assets substantially as an entirety to any Person, the Person
         formed by such consolidation or into which the Company is merged or the
         Person which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a corporation, limited liability company, partnership or trust,
         shall be organized and validly existing under the laws of the United
         States of America, any State thereof or the District of Columbia and
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         due and punctual payment of the principal of and any premium and
         interest on all the Securities and the performance or observance of
         every covenant of this Indenture on the part of the Company to be
         performed or observed and the conversion rights shall be provided for
         in accordance with Article 14, if applicable, or as otherwise specified
         pursuant to Section 3.1, by supplemental indenture satisfactory in form
         to the Trustee, executed and delivered to the Trustee, by the Person
         (if other than the Company) formed by such consolidation or into which
         the Company shall have been merged or by the Person which shall have
         acquired the Company's assets;

                           (2) immediately after giving effect to such
         transaction and treating any indebtedness which becomes an obligation
         of the Company or any Subsidiary as a result of such transaction as
         having been incurred by the Company or such Subsidiary at the time of
         such

                                      57

         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) the Company has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

SECTION 8.2   SUCCESSOR SUBSTITUTED.

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

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

SECTION 9.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

                  Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

                           (1) to evidence the succession of another Person to
         the Company, or successive successions, and the assumption by any

                                      58

         such successor of the covenants of the Company herein and in the
         Securities; or

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

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

                           (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                           (5) to add to, change or eliminate any of the
         provisions of this Indenture in respect of one or more series of
         Securities, provided that any such addition, change or elimination (A)
         shall neither (i) apply to any Security of any series created prior to
         the execution of such supplemental indenture and entitled to the
         benefit of such provision nor (ii) modify the rights of the Holder of
         any such Security with respect to such provision or (B) shall become
         effective only when there is no such Security Outstanding; or

                           (6) to secure the Securities; or

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

                           (8) 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

                                      59

         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 6.11; or

                           (9) to make provision with respect to the conversion
         rights of Holders pursuant to the requirements of Article 14, including
         providing for the conversion of the securities into any security (other
         than the Common Stock of the Company) or property of the Company;
         or

                           (10) 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 that such
         action pursuant to this Clause (10) shall not adversely affect the
         interests of the Holders of Securities of any series in any material
         respect; or

                           (11) to supplement any of the provisions of the
         Indenture to such extent as shall be necessary to permit or facilitate
         the defeasance and discharge of any series of Securities pursuant to
         Articles Four and Thirteen, provided that any such action shall not
         adversely affect the interests of the Holders of Securities of such
         series or any other series of Securities in any material respect.

SECTION 9.2   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

                           (1) change the Stated Maturity of the principal of,
         or any installment of principal of or interest on, any Security, or
         reduce the principal amount thereof or the rate of interest thereon or
         any premium payable upon the redemption thereof, or reduce the amount
         of the principal of an Original Issue Discount Security or any other
         Security

                                      60

         which would be due and payable upon a declaration of acceleration of
         the Maturity thereof pursuant to Section 5.2, or change any Place of
         Payment where, or the coin or currency in which, any Security or any
         premium or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after
         the Stated Maturity thereof (or, in the case of redemption, on or
         after the Redemption Date), or

                           (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or

                           (3) modify any of the provisions of this Section,
         Section 5.13 or Section 10.06, except to increase any such percentage
         or to provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security affected thereby; provided, however, that this
         clause shall not be deemed to require the consent of any Holder with
         respect to changes in the references to "the Trustee" and concomitant
         changes in this Section and Section 10.6, or the deletion of this
         proviso, in accordance with the requirements of Sections 6.11 and
         9.1(8), or

                           (4) if applicable, make any change that adversely
         affects the right to convert any security as provided in Article 14 or
         pursuant to Section 3.1 (except as permitted by Section 9.1(9)) or
         decrease the conversion rate or increase the conversion price of any
         such security. 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.

                                      61

SECTION 9.3   EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture.
The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.4   EFFECT OF SUPPLEMENTAL INDENTURES.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

SECTION 9.5   CONFORMITY WITH TRUST INDENTURE ACT.

                  Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

SECTION 9.6   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE X

                                   COVENANTS

                                      62

SECTION 10.1   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

                                      63

SECTION 10.2   MAINTENANCE OF OFFICE OR AGENCY.

                  The Company will maintain in each Place of Payment for any
series of Securities 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, where Securities of that
series may be surrendered 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. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands. Unless
otherwise provided in a supplemental indenture or pursuant to Section 3.1
hereof, the Place of Payment for any series of Securities shall be the Corporate
Trust Office of the Trustee.

                  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 each Place of Payment for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

SECTION 10.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

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

                                      64

sufficient to pay such amount, 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.

                  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, 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.

                  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 or any
premium or interest on any Security of any series and remaining unclaimed for a
period ending on the earlier of the date that is ten Business Days prior to the
date such money would escheat to the State or two years after such principal,
premium or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in each Place of Payment, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

                                       65

SECTION 10.4   STATEMENT BY OFFICERS AS TO DEFAULT.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof 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 they may have knowledge. The fiscal year of the Company
currently ends on December 31; and the Company will give the Trustee prompt
written notice of any change of its fiscal year.

SECTION 10.5   EXISTENCE.

                  Subject to Article 8, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence.

SECTION 10.6   WAIVER OF CERTAIN COVENANTS.

                  Except as otherwise specified as contemplated by Section 3.1
for Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided pursuant to Section
3.1(19) or 9.1(2) for the benefit of the Holders of such series if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                 ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1   APPLICABILITY OF ARTICLE.

                  Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise

                                       66

specified as contemplated by Section 3.1 for such Securities) in accordance with
this Article.

SECTION 11.2   ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.1 for such Securities. In case of any redemption at the election of
the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 45
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, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 11.3   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

                  If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by lot, or in the Trustee's
discretion, on a pro-rata basis, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such Security.
If less than all the Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.

                  If any Security selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Securities
which have been converted during a selection of Securities to be redeemed shall
be treated by the Trustee as Outstanding for the purpose of such selection.

                                       67

                  The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

                  The provisions of the two preceding paragraphs shall not apply
with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

SECTION 11.4   NOTICE OF REDEMPTION.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, unless a shorter period is specified in the Securities to be
redeemed, to each Holder of Securities to be redeemed, at its address appearing
in the Security Register.

                  All notices of redemption shall state:

                           (1) the Redemption Date,

                           (2) the Redemption Price (including accrued
         interest, if any),

                           (3) if less than all the Outstanding Securities of
         any series consisting of more than a single Security are to be
         redeemed, the identification (and, in the case of partial redemption of
         any such Securities, the principal amounts) of the particular
         Securities to be redeemed and, if less than all the Outstanding
         Securities of any series consisting of a single Security are to be
         redeemed, the principal amount of the particular Security to be
         redeemed,

                           (4) that on the Redemption Date the Redemption Price
         will become due and payable upon each such Security to be

                                      68

         redeemed and, if applicable, that interest thereon will cease to
         accrue on and after said date,

                           (5) the place or places where each such Security is
         to be surrendered for payment of the Redemption Price,

                           (6) if applicable, the conversion price, the date on
         which the right to convert the principal of the Securities or the
         portions thereof to be redeemed will terminate, and the place or places
         where such Securities may be surrendered for conversion, and

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

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

SECTION 11.5   DEPOSIT OF REDEMPTION PRICE.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

                  If any Security called for redemption is converted, 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 (subject to the right of any
Holder of such Security to receive interest as provided in the last paragraph of
Section 3.7) be paid to the Company on Company Request, or if then held by the
Company, shall be discharged from such trust.

SECTION 11.6   SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for

                                      69

redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest whose Stated Maturity
is on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.7.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 11.7   SECURITIES REDEEMED IN PART.

                  Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or its attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                 ARTICLE XII

                                SINKING FUNDS

SECTION 12.1   APPLICABILITY OF ARTICLE.

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

                  The minimum amount of any sinking fund payment provided for by
the terms of any Securities is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment." If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be

                                      70

subject to reduction as provided in Section 12.2. Each sinking fund payment
shall be applied to the redemption of Securities as provided for by the terms
of such Securities.

                                      71

SECTION 12.2   SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

SECTION 12.3   REDEMPTION OF SECURITIES FOR SINKING FUND.

                  Not less than 60 days prior to each sinking fund payment date
for any Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, 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 pursuant to
Section 12.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                       72

                                  ARTICLE XIII

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.1   COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

                  The Company may elect, at its option at any time, to have
Section 13.2 or Section 13.3 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 3.1 as being
defeasible pursuant to such Section 13.2 or 13.3, in accordance with any
applicable requirements provided pursuant to Section 3.1 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.1 for such Securities.

SECTION 13.2   DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities or any series of Securities, as the case
may be, the Company shall be deemed to have been discharged from its obligations
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 13.4 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder:

                           (1) the rights of Holders of such Securities to
                  receive, solely from the trust fund described in Section 13.4
                  and as more fully set forth in such Section, payments in
                  respect of the principal of and any premium and interest on
                  such Securities when payments are due;

                           (2) the Company's obligations with respect to such
                  Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, and,
                  if applicable, Article 14;

                           (3) the rights, powers, trusts, duties and immunities
                  of the Trustee hereunder; and

                           (4) this Article.

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                  Subject to compliance with this Article, the Company may
exercise its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 13.3
applied to such Securities.

SECTION 13.3   COVENANT DEFEASANCE.

                  Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities or any series of Securities, as the case
may be:

                           (1) the Company shall be released from its
         obligations under any covenants provided pursuant to Section 3.1(19)
         or 9.1(2) or for the benefit of the Holders of such Securities; and

                           (2) the occurrence of any event specified in any
         covenants provided pursuant to Section 3.1(19) or 9.1(2) shall be
         deemed not to be or result in an Event of Default,

in each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 13.4 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 5.1(4)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 13.4   CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
Section 13.2 or Section 13.3 to any Securities or any series of Securities, as
the case may be:

                           (1) The Company shall irrevocably have deposited or
         caused to be deposited with the Trustee (or another trustee which
         satisfies the requirements contemplated by Section 6.9 and agrees to
         comply with the provisions of this Article applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for, and dedicated solely to, the
         benefits of the Holders of such Securities, (A) money in an amount, or
         (B) U.S.

                                      74

         Government Obligations which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         will provide, not later than one day before the due date of any
         payment, money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with the
         terms of this Indenture and such Securities. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America is pledged or
         (ii) an obligation of a Person controlled or supervised by and acting
         as an agency or instrumentality of the United States of America the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depositary receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act) as custodian with
         respect to any U.S. Government Obligation which is specified in Clause
         (x) above and held by such bank for the account of the holder of such
         depositary receipt, or with respect to any specific payment of
         principal of or interest on any U.S. Government Obligation which is so
         specified and held, 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 depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

                           (2) In the event of an election to have Section 13.2
         apply to any Securities or any series of Securities, as the case may
         be, the Company shall have delivered to the Trustee an Opinion of
         Counsel stating that (A) the Company has received from, or there has
         been published by, the Internal Revenue Service a ruling or (B) since
         the date of this instrument, there has been a change in the applicable
         Federal income tax law, in either case (A) or (B) to the effect that,
         and based thereon such opinion shall confirm that, the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit, Defeasance and discharge to be
         effected with

                                      75

         respect to such Securities and will be subject to Federal income tax
         on the same amount, in the same manner and at the same times as would
         be the case if such deposit, Defeasance and discharge were not to
         occur.

                           (3) In the event of an election to have Section 13.3
         apply to any Securities or any series of Securities, as the case may
         be, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders of such Securities will not
         recognize gain or loss for Federal income tax purposes as a result of
         the deposit and Covenant Defeasance to be effected with respect to such
         Securities and will be subject to Federal income tax on the same
         amount, in the same manner and at the same times as would be the case
         if such deposit and Covenant Defeasance were not to occur.

                           (4) The Company shall have delivered to the Trustee
         an Officers' Certificate to the effect that neither such Securities nor
         any other Securities of the same series, if then listed on any
         securities exchange, will be delisted as a result of such deposit.

                           (5) No event which is, or after notice or lapse of
         time or both would become, an Event of Default with respect to such
         Securities or any other Securities shall have occurred and be
         continuing at the time of such deposit or, with regard to any such
         event specified in Sections 5.1(5) and (6), at any time on or prior to
         the 90th day after the date of such deposit (it being understood that
         this condition shall not be deemed satisfied until after such 90th
         day).

                           (6) Such Defeasance or Covenant Defeasance shall not
         cause the Trustee to have a conflicting interest within the meaning of
         the Trust Indenture Act (assuming all Securities are in default within
         the meaning of such Act).

                           (7) Such Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under, any
         other agreement or instrument to which the Company is a party or by
         which it is bound.

                           (8) Such Defeasance or Covenant Defeasance shall not
         result in the trust arising from such deposit constituting an
         investment company within the meaning of the Investment Company

                                      76

         Act unless such trust shall be registered under such Act or exempt from
         registration thereunder.

                           (9) The Company shall have delivered to the Trustee
         an Officers' Certificate and an Opinion of Counsel, each stating that
         all conditions precedent with respect to such Defeasance or Covenant
         Defeasance have been complied with.

SECTION 13.5   DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
               TRUST; MISCELLANEOUS PROVISIONS.

                  Subject to the provisions of the last paragraph of Section
10.3, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section and Section 13.6, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 13.4 in respect
of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 13.4 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

                  Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 13.4 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

SECTION 13.6   REINSTATEMENT.

                                      77

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 13.2 or 13.3 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to
Section 13.5 with respect to such Securities in accordance with this Article;
provided, however, that if the Company makes any payment of principal of or
any premium or interest on any such Security following such reinstatement of
its obligations, the Company shall be subrogated to the rights (if any) of
the Holders of such Securities to receive such payment from the money so held
in trust.

                                   ARTICLE XIV

                            CONVERSION OF SECURITIES

SECTION 14.1   APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to the
Securities of any series which are convertible into shares of Common Stock of
the Company, and the issuance of such shares of Common Stock upon the conversion
of such Securities, except as otherwise specified as contemplated by Section 3.1
for the Securities of such series.

SECTION 14.2   EXERCISE OF CONVERSION PRIVILEGE.

                  In order to exercise a conversion privilege, the Holder of a
Security of a series with such a privilege shall surrender such Security to the
Company at the office or agency maintained for that purpose pursuant to Section
10.2, accompanied by a duly executed conversion notice to the Company
substantially in the form set forth in Section 2.6 stating that the Holder
elects to convert such Security or a specified portion thereof. Such notice
shall also state, if different from the name and address of such Holder, the
name or names (with address) in which the certificate or certificates for shares
of Common Stock which shall be issuable on such conversion shall be issued.
Securities surrendered for conversion shall (if so required by the Company or
the Trustee) be duly endorsed by or accompanied by instruments of transfer in
forms satisfactory to the Company and the Trustee duly executed by the
registered Holder or its attorney duly authorized in writing; and Securities so
surrendered for conversion (in

                                      78

whole or in part) during the period from the close of business on any Regular
Record Date to the opening of business on the next succeeding Interest
Payment Date (excluding Securities or portions thereof called for redemption
during the period beginning at the close of business on a Regular Record Date
and ending at the opening of business on the first Business Day after the
next succeeding Interest Payment Date, or if such Interest Payment Date is
not a Business Day, the second such Business Day) shall also be accompanied
by payment in funds acceptable to the Company of an amount equal to the
interest payable on such Interest Payment Date on the principal amount of
such Security then being converted, and such interest shall be payable to
such registered Holder notwithstanding the conversion of such Security,
subject to the provisions of Section 3.7 relating to the payment of Defaulted
Interest by the Company. As promptly as practicable after the receipt of such
notice and of any payment required pursuant to a Board Resolution and,
subject to Section 3.3, set forth, or determined in the manner provided, in
an Officers' Certificate, or established in one or more indentures
supplemental hereto setting forth the terms of such series of Security, and
the surrender of such Security in accordance with such reasonable regulations
as the Company may prescribe, the Company shall issue and shall deliver, at
the office or agency at which such Security is surrendered, to such Holder or
on its written order, a certificate or certificates for the number of full
shares of Common Stock issuable upon the conversion of such Security (or
specified portion thereof), in accordance with the provisions of such Board
Resolution, Officers' Certificate or supplemental indenture, and cash as
provided therein in respect of any fractional share of such Common Stock
otherwise issuable upon such conversion. Such conversion shall be deemed to
have been effected immediately prior to the close of business on the date on
which such notice and such payment, if required, shall have been received in
proper order for conversion by the Company and such Security shall have been
surrendered as aforesaid (unless such Holder shall have so surrendered such
Security and shall have instructed the Company to effect the conversion on a
particular date following such surrender and such Holder shall be entitled to
convert such Security on such date, in which case such conversion shall be
deemed to be effected immediately prior to the close of business on such
date) and at such time the rights of the Holder of such Security as such
Security Holder shall cease and the person or persons in whose name or names
any certificate or certificates for shares of Common Stock of the Company
shall be issuable upon such conversion shall be deemed to have become the
Holder or Holders of record of the shares represented thereby. Except as set
forth above and subject to the final paragraph of Section 3.7, no payment or
adjustment shall be made upon any conversion on account of any interest
accrued on the Securities (or any part thereof) surrendered for conversion or
on account of any dividends on the Common Stock of the Company issued upon
such conversion. In the case of any Security which is converted in part only,
upon such conversion the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the

                                      79

Company, a new Security or Securities of the same series, of authorized
denominations, in aggregate principal amount equal to the unconverted portion
of such Security.

SECTION 14.3   NO FRACTIONAL SHARES.

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

SECTION 14.4   ADJUSTMENT OF CONVERSION PRICE.

                  The conversion price of Securities of any series that is
convertible into Common Stock of the Company shall be adjusted for any stock
dividends, stock splits, reclassifications, combinations or similar transactions
in accordance with the terms of the supplemental indenture or Board Resolutions
setting forth the terms of the Securities of such series. Whenever the
conversion price is adjusted, the Company shall compute the adjusted conversion
price in accordance with terms of the applicable Board Resolution or
supplemental indenture and shall prepare an Officers' Certificate setting forth
the adjusted conversion price and showing in reasonable detail the facts

                                      80

upon which such adjustment is based, and such certificate shall forthwith be
filed at each office or agency maintained for the purpose of conversion of
Securities pursuant to Section 10.2 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted conversion
price to be mailed, first class postage prepaid, to each Holder of Securities
of such series at its address appearing on the Security Register and to any
conversion agent other than the Trustee.

                                      81

SECTION 14.5   NOTICE OF CERTAIN CORPORATE ACTIONS.

                  In case:

                           (1) the Company shall declare a dividend (or any
         other distribution) on its Common Stock payable otherwise than in cash
         out of its retained earnings (other than a dividend for which approval
         of any shareholders of the Company is required) that would require an
         adjustment pursuant to Section 14.4; or

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

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

                           (4) of the voluntary or involuntary dissolution,
         liquidation or winding up of the Company;

then the Company shall cause to be filed with the Trustee, and shall cause to be
mailed to all Holders at their last addresses as they shall appear in the
Security Register, at least 20 days (or 10 days in any case specified in Clause
(1) or (2) above) prior to the applicable record date hereinafter specified, a
notice stating (i) the date on which a record is to be taken for the purpose of
such dividend, distribution, rights, options or warrants, or, if a record is not
to be taken, the date as of which the holders of Common Stock of Record to be
entitled to such dividend, distribution, rights, options or warrants are to be
determined, or (ii) the date on which such reclassification, consolidation,
merger, share exchange, sale, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up. If at any time the Trustee shall not be the
conversion agent, a copy of such notice shall also forthwith be filed by the
Company with the Trustee.

                                       82

SECTION 14.6   RESERVATION OF SHARES OF COMMON STOCK.

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

SECTION 14.7   PAYMENT OF CERTAIN TAXES UPON CONVERSION.

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

SECTION 14.8   NONASSESSABILITY.

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

SECTION 14.9   PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.

                  In case of any consolidation or merger of the Company with or
into any other Person, any merger of another Person with or into the Company
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the Company)
or any conveyance, sale, transfer or lease of all or substantially all of the
assets of the Company, the Person formed by such consolidation or resulting from
such merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security of a series then Outstanding that is convertible into Common Stock
of the Company shall have the right thereafter (which right shall be the
exclusive conversion right thereafter available to said Holder), during the
period such Security shall be convertible, to convert such

                                      83

Security only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer or
lease by a holder of the number of shares of Common Stock of the Company into
which such Security might have been converted immediately prior to such
consolidation, merger, conveyance, sale, transfer or lease, assuming such
holder of Common Stock of the Company (i) is not a Person with which the
Company consolidated or merged with or into or which merged into or with the
Company or to which such conveyance, sale, transfer or lease was made, as the
case may be (a "Constituent Person"), or an Affiliate of a Constituent Person
and (ii) failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer or lease (provided that if
the kind or amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer, or lease is not the
same for each share of Common Stock of the Company held immediately prior to
such consolidation, merger, conveyance, sale, transfer or lease by others
than a Constituent Person or an Affiliate thereof and in respect of which
such rights of election shall not have been exercised ("Non-electing Share"),
then for the purpose of this Section 14.9 the kind and amount of securities,
cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by the holders of each Non-electing Share
shall be deemed to be the kind and amount so receivable per share by a
plurality of the Non-electing Shares). Such supplemental indenture shall
provide for adjustments which, for events subsequent to the effective date of
such supplemental indenture, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article or in accordance
with the terms of the supplemental indenture or Board Resolutions setting
forth the terms of such adjustments. The above provisions of this Section
14.9 shall similarly apply to successive consolidations, mergers,
conveyances, sales, transfers or leases. Notice of the execution of such a
supplemental indenture shall be given by the Company to the Holder of each
Security of a series that is convertible into Common Stock of the Company as
provided in Section 1.6 promptly upon such execution. Neither the Trustee nor
any conversion agent, if any, shall be under any responsibility to determine
the correctness of any provisions contained in any such supplemental
indenture relating either to the kind or amount of shares of stock or other
securities or property or cash receivable by Holders of Securities of a
series convertible into Common Stock of the Company upon the conversion of
their Securities after any such consolidation, merger, conveyance, transfer,
sale or lease or to any such adjustment, but may accept as conclusive
evidence of the correctness of any such provisions, and shall be protected in
relying upon, an Opinion of Counsel with respect thereto, which the Company
shall cause to be furnished to the Trustee upon request.

SECTION 14.10   DUTIES OF TRUSTEE REGARDING CONVERSION.

                                      84

                  Neither the Trustee nor any conversion agent shall at any
time be under any duty or responsibility to any Holder of Securities of any
series that is convertible into Common Stock of the Company to determine
whether any facts exist which may require any adjustment of the conversion
price, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, whether herein or in any
supplemental indenture, any resolutions of the Board of Directors or written
instrument executed by one or more officers of the Company provided to be
employed in making the same. Neither the Trustee nor any conversion agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock of the Company, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Securities and neither the Trustee nor any conversion agent makes any
representation with respect thereto. Subject to the provisions of Section
6.1, neither the Trustee nor any conversion agent shall be responsible for
any failure of the Company to issue, transfer or deliver any shares of its
Common Stock or stock certificates or other securities or property upon the
surrender of any Security for the purpose of conversion or to comply with any
of the covenants of the Company contained in this Article 14 or in the
applicable supplemental indenture, resolutions of the Board of Directors or
written instrument executed by one or more duly authorized officers of the
Company.

SECTION 14.11   REPAYMENT OF CERTAIN FUNDS UPON CONVERSION.

                  Any funds which at any time shall have been deposited by the
Company or on its behalf with the Trustee or any other paying agent for the
purpose of paying the principal of and any premium and interest on any of the
Securities (including, but not limited to, funds deposited for the sinking fund
referred to in Article 12 hereof and funds deposited pursuant to Article 13
hereof) and which shall not be required for such purposes because of the
conversion of such Securities as provided in this Article 14 shall after such
conversion be repaid to the Company by the Trustee upon the Company's written
request.

                                       85

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the day and year first above written.

                                        BLACK HILLS CORPORATION

                                        By:
                                           -----------------------------
                                             Name:
                                             Title:

                                     ATTEST:

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

                                        By:
                                           -----------------------------
                                             Name:
                                             Title:

                                       86

                                                                    Exhibit 4.7

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

                            BLACK HILLS CORPORATION

                                       AND

                      [----------------------------------]
                                   AS TRUSTEE

                                    INDENTURE

                          DATED AS OF __________, 200__

                          SUBORDINATED DEBT SECURITIES

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

                                           TABLE OF CONTENTS

                                                                                                   Page
                                                                                                   ----

                                                                                                
                                               ARTICLE I
                         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.1   DEFINITIONS........................................................................1
     SECTION 1.2   COMPLIANCE CERTIFICATES AND OPINIONS..............................................11
     SECTION 1.3   FORM OF DOCUMENTS DELIVERED TO TRUSTEE............................................12
     SECTION 1.4   ACTS OF HOLDERS; RECORD DATES.....................................................13
     SECTION 1.5   NOTICES, ETC., TO TRUSTEE AND COMPANY.............................................15
     SECTION 1.6   NOTICE TO HOLDERS; WAIVER. .......................................................16
     SECTION 1.7   CONFLICT WITH TRUST INDENTURE ACT.................................................16
     SECTION 1.8   EFFECT OF HEADINGS AND TABLE OF CONTENTS..........................................16
     SECTION 1.9   SUCCESSORS AND ASSIGNS............................................................17
     SECTION 1.10   SEPARABILITY CLAUSE..............................................................17
     SECTION 1.11   BENEFITS OF INDENTURE. ..........................................................17
     SECTION 1.12   GOVERNING LAW. ..................................................................17
     SECTION 1.13   LEGAL HOLIDAYS...................................................................17
     SECTION 1.14   INDENTURE AND SECURITIES SOLELY CORPORATE
                           OBLIGATIONS. .............................................................18
     SECTION 1.15   INDENTURE MAY BE EXECUTED IN COUNTERPARTS........................................18

                                              ARTICLE II
                                            SECURITY FORMS

     SECTION 2.1   FORMS GENERALLY...................................................................18
     SECTION 2.2   FORM OF LEGEND FOR GLOBAL SECURITIES..............................................19
     SECTION 2.3   FORM OF TRUSTEE'S CERTIFICATE OF
                           AUTHENTICATION. ..........................................................19
     SECTION 2.4   FORM OF CONVERSION NOTICE.........................................................19

                                              ARTICLE III
                                            THE SECURITIES

     SECTION 3.1   AMOUNT UNLIMITED; ISSUABLE IN SERIES..............................................21
     SECTION 3.2   DENOMINATIONS.....................................................................25
     SECTION 3.3   EXECUTION, AUTHENTICATION, DELIVERY AND

                                                   i

                            DATING...................................................................26
     SECTION 3.4   TEMPORARY SECURITIES..............................................................28
     SECTION 3.5   REGISTRATION; REGISTRATION OF TRANSFER AND
                            EXCHANGE. ...............................................................28
     SECTION 3.6   MUTILATED, DESTROYED, LOST AND STOLEN
                            SECURITIES...............................................................30
     SECTION 3.7   PAYMENT OF INTEREST; INTEREST RIGHTS
                           PRESERVED.................................................................31
     SECTION 3.8   PERSONS DEEMED OWNERS.............................................................33
     SECTION 3.9   CANCELLATION......................................................................33
     SECTION 3.10   COMPUTATION OF INTEREST..........................................................34

                                             ARTICLE IV
                                      SATISFACTION AND DISCHARGE

     SECTION 4.1   SATISFACTION AND DISCHARGE OF INDENTURE...........................................34
     SECTION 4.2   APPLICATION OF TRUST MONEY........................................................35

                                              ARTICLE V
                                              REMEDIES

     SECTION 5.1   EVENTS OF DEFAULT.................................................................37
     SECTION 5.2   ACCELERATION OF MATURITY; RESCISSION AND
                           ANNULMENT.................................................................38
     SECTION 5.3   COLLECTION OF INDEBTEDNESS AND SUITS FOR
                           ENFORCEMENT BY TRUSTEE. ..................................................40
     SECTION 5.4   TRUSTEE MAY FILE PROOFS OF CLAIM..................................................40
     SECTION 5.5   TRUSTEE MAY ENFORCE CLAIMS WITHOUT
                           POSSESSION OF SECURITIES..................................................41
     SECTION 5.6   APPLICATION OF MONEY COLLECTED....................................................41
     SECTION 5.7   LIMITATION ON SUITS...............................................................42
     SECTION 5.8   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                     PRINCIPAL, PREMIUM AND INTEREST AND TO
                            CONVERT..................................................................43
     SECTION 5.9   RESTORATION OF RIGHTS AND REMEDIES................................................43
     SECTION 5.10   RIGHTS AND REMEDIES CUMULATIVE...................................................43
     SECTION 5.11   DELAY OR OMISSION NOT WAIVER.....................................................43
     SECTION 5.12   CONTROL BY HOLDERS...............................................................44
     SECTION 5.13   WAIVER OF PAST DEFAULTS. ........................................................44
     SECTION 5.14   UNDERTAKING FOR COSTS............................................................45
     SECTION 5.15   WAIVER OF USURY, STAY OR EXTENSION LAWS..........................................45

                                                  ii

                                              ARTICLE VI
                                              THE TRUSTEE

     SECTION 6.1   CERTAIN DUTIES AND RESPONSIBILITIES...............................................45
     SECTION 6.2   NOTICE OF DEFAULTS................................................................46
     SECTION 6.3   CERTAIN RIGHTS OF TRUSTEE.........................................................46
     SECTION 6.4   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                           SECURITIES................................................................47
     SECTION 6.5   MAY HOLD SECURITIES AND ACT AS TRUSTEE
                           UNDER OTHER INDENTURES....................................................47
     SECTION 6.6   MONEY HELD IN TRUST...............................................................48
     SECTION 6.7   COMPENSATION AND REIMBURSEMENT....................................................48
     SECTION 6.8   CONFLICTING INTERESTS.............................................................49
     SECTION 6.9   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...........................................49
     SECTION 6.10   RESIGNATION AND REMOVAL; APPOINTMENT
                           OF SUCCESSOR..............................................................49
     SECTION 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...........................................51
     SECTION 6.12   MERGER, CONVERSION, CONSOLIDATION OR
                           SUCCESSION TO BUSINESS....................................................52
     SECTION 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                           COMPANY...................................................................53
     SECTION 6.14   APPOINTMENT OF AUTHENTICATING AGENT..............................................54

                                          ARTICLE VII
                        HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 7.1   COMPANY TO FURNISH TRUSTEE NAMES AND
                           ADDRESSES OF HOLDERS......................................................55
     SECTION 7.2   PRESERVATION OF INFORMATION;
                           COMMUNICATIONS TO HOLDERS.................................................56
     SECTION 7.3   REPORTS BY TRUSTEE................................................................56
     SECTION 7.4   REPORTS BY COMPANY................................................................57

                                          ARTICLE VIII
                      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.1   COMPANY MAY CONSOLIDATE, ETC., ONLY ON

                                                  iii

                           CERTAIN TERMS.............................................................57
     SECTION 8.2   SUCCESSOR SUBSTITUTED.............................................................58

                                              ARTICLE IX
                                        SUPPLEMENTAL INDENTURES

     SECTION 9.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT
                           OF HOLDERS................................................................60
     SECTION 9.2   SUPPLEMENTAL INDENTURES WITH CONSENT OF
                           HOLDERS. .................................................................61
     SECTION 9.3   EXECUTION OF SUPPLEMENTAL INDENTURES..............................................63
     SECTION 9.4   EFFECT OF SUPPLEMENTAL INDENTURES.................................................63
     SECTION 9.5   CONFORMITY WITH TRUST INDENTURE ACT...............................................63
     SECTION 9.6   REFERENCE IN SECURITIES TO SUPPLEMENTAL
                           INDENTURES................................................................64
     SECTION 9.7   SUBORDINATION UNIMPAIRED..........................................................64

                                               ARTICLE X
                                               COVENANTS

     SECTION 10.1   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.......................................64
     SECTION 10.2   MAINTENANCE OF OFFICE OR AGENCY..................................................64
     SECTION 10.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD
                           IN TRUST..................................................................65
     SECTION 10.4   STATEMENT BY OFFICERS AS TO DEFAULT..............................................66
     SECTION 10.5   EXISTENCE........................................................................67
     SECTION 10.6   WAIVER OF CERTAIN COVENANTS......................................................67

                                               ARTICLE XI
                                         REDEMPTION OF SECURITIES

     SECTION 11.1   APPLICABILITY OF ARTICLE.........................................................67
     SECTION 11.2   ELECTION TO REDEEM; NOTICE TO TRUSTEE............................................67
     SECTION 11.3   SELECTION BY TRUSTEE OF SECURITIES TO BE
                           REDEEMED. ................................................................68
     SECTION 11.4   NOTICE OF REDEMPTION.............................................................70
     SECTION 11.5   DEPOSIT OF REDEMPTION PRICE......................................................71
     SECTION 11.6   SECURITIES PAYABLE ON REDEMPTION DATE............................................71
     SECTION 11.7   SECURITIES REDEEMED IN PART......................................................71

                                              ARTICLE XII
                                             SINKING FUNDS

                                                  iv

     SECTION 12.1   APPLICABILITY OF ARTICLE.........................................................72
     SECTION 12.2   SATISFACTION OF SINKING FUND PAYMENTS WITH
                           SECURITIES. ..............................................................72
     SECTION 12.3   REDEMPTION OF SECURITIES FOR SINKING FUND........................................73

                                              ARTICLE XIII
                                    DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 13.1   COMPANY'S OPTION TO EFFECT DEFEASANCE OR
                           COVENANT DEFEASANCE.......................................................73
     SECTION 13.2   DEFEASANCE AND DISCHARGE.........................................................73
     SECTION 13.3   COVENANT DEFEASANCE..............................................................74
     SECTION 13.4   CONDITIONS TO DEFEASANCE OR COVENANT
                           DEFEASANCE................................................................75
     SECTION 13.5   DEPOSITED MONEY AND U.S. GOVERNMENT
                           OBLIGATIONS TO BE HELD IN TRUST;
                           MISCELLANEOUS PROVISIONS..................................................78
     SECTION 13.6   REINSTATEMENT....................................................................79

                                              ARTICLE XIV
                                        CONVERSION OF SECURITIES

     SECTION 14.1   APPLICABILITY OF ARTICLE.........................................................79
     SECTION 14.2   EXERCISE OF CONVERSION PRIVILEGE.................................................79
     SECTION 14.3   NO FRACTIONAL SHARES.............................................................81
     SECTION 14.4   ADJUSTMENT OF CONVERSION PRICE...................................................81
     SECTION 14.5   NOTICE OF CERTAIN CORPORATE ACTIONS..............................................83
     SECTION 14.6   RESERVATION OF SHARES OF COMMON STOCK............................................84
     SECTION 14.7   PAYMENT OF CERTAIN TAXES UPON CONVERSION.........................................84
     SECTION 14.8   NONASSESSABILITY.................................................................84
     SECTION 14.9   PROVISION IN CASE OF CONSOLIDATION, MERGER
                           OR SALE OF ASSETS.........................................................84
     SECTION 14.10   DUTIES OF TRUSTEE REGARDING CONVERSION..........................................85
     SECTION 14.11   REPAYMENT OF CERTAIN FUNDS UPON
                           CONVERSION................................................................86

                                               ARTICLE XV
                                       SUBORDINATION OF SECURITIES

     SECTION 15.1   AGREEMENT OF SUBORDINATION.......................................................86
     SECTION 15.2   PAYMENTS TO HOLDERS..............................................................87

                                                   v

     SECTION 15.3   SUBROGATION OF SECURITIES........................................................90
     SECTION 15.4   AUTHORIZATION TO EFFECT SUBORDINATION............................................91
     SECTION 15.5   NOTICE TO TRUSTEE................................................................92
     SECTION 15.6   TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS........................................94
     SECTION 15.7   NO IMPAIRMENT OF SUBORDINATION...................................................94
     SECTION 15.8   CERTAIN CONVERSIONS DEEMED PAYMENT...............................................94
     SECTION 15.9   ARTICLE APPLICABLE TO PAYING AGENTS..............................................95
     SECTION 15.10   SENIOR INDEBTEDNESS ENTITLED TO RELY............................................95

                                                  vi

                  INDENTURE, dated as of ___________, 200__, between Black Hills
Corporation, a corporation duly organized and existing under the laws of the
State of South Dakota (herein called the "Company"), having its principal
executive office at 625 Ninth Street, P.O. Box 1400, Rapid City, South Dakota
57709, and [___________________], as Trustee (herein called the "Trustee").

                              W I T N E S S E T H :
                               - - - - - - - - - -

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

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

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

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.1                DEFINITIONS.

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

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

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

                                                  1

                           (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;

                           (4)      unless the context otherwise requires, any
         reference to an "Article" or a "Section" refers to an Article or a
         Section, as the case may be, of this Indenture; and

                           (5)      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.

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

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

              "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

              "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board empowered to act for it
with respect to this Indenture.

              "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.

                                        2

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

              "Commission" means the Securities and Exchange Commission, from
time to time constituted, created under the Exchange Act, 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.

              "Common Stock" includes any stock of any class of the Company,
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding-up
of the Company and which is not subject to redemption by the Company;
provided, however, subject to the provisions of Section 14.9, shares issuable
upon 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, further 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.

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

              "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President, and by its principal financial officer, its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

                  "Constituent Person" has the meaning specified in Section
14.9.

                                                  3

              "Corporate Trust Office" means the corporate trust office of the
Trustee at [___________________________], Attention: Corporate Trust
Department, or such other office, designated by the Trustee by written notice
to the Company, at which at any particular time its corporate trust business
shall be administered.

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

              "Covenant Defeasance" has the meaning specified in Section 13.3.

              "Credit Agreement" means that certain Credit Agreement, dated as
of [________________], among the Company, [________________], [________________]
and [________________] as amended through the date hereof, as further amended,
amended and restated, supplemented or otherwise modified from time to time.

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

              "Defeasance" has the meaning specified in Section 13.2.

              "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.1.

              "Designated Senior Indebtedness" means the Credit Agreement and
any particular Senior Indebtedness in which the instrument creating or
evidencing the same or the assumption or guarantee thereof (or related
agreements or documents to which the Company is a party) expressly provides that
such Senior Indebtedness shall be "Designated Senior Indebtedness."

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

              "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

              "Expiration Date" has the meaning specified in Section 1.4.

              "Global Security" means a Security that evidences all or part of
the Securities of any series and bears the legend set forth in Section 2.2 (or
such legend as may be specified as contemplated by Section 3.1 for such
Securities).

                                        4

              "Holder" means a Person in whose name a Security is registered in
the Security Register.

              "Indebtedness" means, with respect to any Person, and without
duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such Person for borrowed money (including obligations of the
Company in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such Person or to only a portion
thereof) (other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services), (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of
credit, bank guarantees or bankers' acceptances, (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such Person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
Person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such Person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such Person under such lease or related document to
purchase or to cause a third party to purchase such leased property, (d) all
obligations of such Person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement, (e) all direct or indirect guaranties or similar agreements by such
Person in respect of, and obligations or liabilities (contingent or otherwise)
of such Person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of indebtedness, obligations or liabilities of another
Person of the kind described in clauses (a) through (d), (f) any indebtedness or
other obligations described in clauses (a) through (d) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person and (g) any and all deferrals,
renewals, extensions and refundings of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the kind described
in clauses (a) through (f).

                                        5

                  "Indenture" means this instrument as originally executed
and 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 3.1; provided, however, that if at any time more than one Person is
acting as Trustee under this Indenture due to the appointment of one or more
separate Trustees for any one or more separate series of Securities,
"Indenture" shall mean, with respect to such series of Securities for which
any such Person is Trustee, this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities for which such
Person is Trustee established as contemplated by Section 3.1, exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such
terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee, but to which such
person, as such Trustee, was not a party; provided, further that in the event
that this Indenture is supplemented or amended by one or more indentures
supplemental hereto which are only applicable to certain series of
Securities, the term "Indenture" for a particular series of Securities shall
only include the supplemental indentures applicable thereto.

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

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

                  "Investment Company Act" means the Investment Company Act of
1940 and any statute successor thereto, in each case as amended from time to
time.

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

                                        6

                  "Notice of Default" means a written notice of the kind
specified in Section 5.1(4).

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the
principal financial officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant
to Section 10.4 shall be the principal executive, financial or accounting
officer of the Company.

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

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

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

                           (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 as to which Defeasance has been
              effected pursuant to Section 13.2; and

                           (4)      Securities which have been paid pursuant to
              Section 3.6 or in exchange for or in lieu of which other
              Securities have been authenticated and delivered pursuant to

                                        7

              this Indenture, other than any such Securities in respect of which
              there shall have been presented to the Trustee proof satisfactory
              to it that such Securities are held by a bona fide purchaser in
              whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding shall be the
amount of the principal thereof which would be due and payable as of such
date upon acceleration of the Maturity thereof to such date pursuant to
Section 5.2, (B) if, as of such date, the principal amount payable at the
Stated Maturity of a Security is not determinable, the principal amount of
such Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 3.1, (C) the principal
amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the U.S.
dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 3.1, of the principal amount of such Security (or, in
the case of a Security described in Clause (A) or (B) above, of the amount
determined as provided in such Clause), and (D) 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, waiver or other action, only Securities which the Trustee
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 or any premium or interest on any Securities on behalf of
the Company.

                  "Payment Blockage Notice" has the meaning specified in Section
15.4.

                                        8

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

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

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

                  "Record Date" means any Regular Record Date or Special
Record Date.

                  "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.

                  "Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series means the date
specified for that purpose as contemplated by Section 3.1.

                  "Representative" means (a) the indenture trustee or other
trustee, agent or representative for any Senior Indebtedness or (b) with
respect to any Senior Indebtedness that does not have any such trustee, agent
or other representative, (i) in the case of such Senior Indebtedness issued
pursuant to an agreement providing for voting arrangements as among the
holders or owners of such Senior Indebtedness, any holder or owner of such
Senior Indebtedness acting with the consent of the required persons necessary
to bind such holders or owners of such Senior Indebtedness and (ii) in the
case of all other such Senior Indebtedness, the holder or owner of such
Senior Indebtedness.

                  "Responsible Officer" means any officer within the
corporate trust department of the Trustee, including any vice president,
assistant vice president,

                                        9

treasurer, assistant treasurer, trust officer, secretary or any assistant
secretary, or any other officer who customarily performs functions similar to
those performed by any of the above designated officers, and also, regarding
a particular matter, any other officer of the Trustee to whom the matter is
referred because of that officer's knowledge of 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.

                  "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.5.

                  "Senior Indebtedness" means the principal of, premium, if
any, interest (including all interest accruing subsequent to the commencement
of any bankruptcy or similar proceeding, whether or not a claim for
post-petition interest is allowable as a claim in any such proceeding) and
rent payable on or in connection with, and all fees, costs, expenses and
other amounts accrued or due on or in connection with, Indebtedness of the
Company, whether outstanding on the date of this Indenture or thereafter
created, incurred, assumed, guaranteed or in effect guaranteed by the Company
(including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to, the foregoing), unless in the
case of any particular Indebtedness the instrument creating or evidencing the
same or the assumption or guarantee thereof expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities or
expressly provides that such Indebtedness is "pari passu" or "junior" to the
Securities. Notwithstanding the foregoing, the term Senior Indebtedness shall
not include any Indebtedness of the Company to any subsidiary of the Company,
a majority of the voting stock of which is owned, directly or indirectly, by
the Company.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.7.

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

                                        10

                  "Subsidiary" means, with respect to any Person, (i) any
corporation or trust of which a majority of the outstanding voting securities
is at the time, and (ii) any partnership of which a majority of the equity
capital or profit interest is at the time, owned, directly or indirectly, by
the Company, by one or more other Subsidiaries or by the Company and one or
more Subsidiaries. For the purposes of this definition, "voting securities"
means securities which ordinarily have voting power for the election of
directors, whether at all times or only so long as no senior class of
securities has such voting power by reason of any contingency.

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

                  "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.

                  "U.S. Government Obligation" has the meaning specified in
Section 13.4.

                  "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."

SECTION 1.2   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 such certificates and opinions as may be
required under the Trust Indenture Act. Each such certificate or opinion
shall be given in the form of an Officers' Certificate, if to be given by an
officer of the Company, or an Opinion of Counsel, if to be given by counsel,
and shall comply with the requirements of the Trust Indenture Act and any
other requirements set forth in this Indenture.

                  Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture shall include,

                                        11

                           (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 or she has made such examination or investigation as is
         necessary to enable him or her to express an informed opinion as to
         whether or not such covenant or condition has been complied with; and

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

SECTION 1.3   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

                  Any certificate or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his or her
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.

                                        12

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

SECTION 1.4   ACTS OF HOLDERS; RECORD DATES.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made 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; and, 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. The Trustee shall promptly deliver to the Company
copies of all such instrument or instruments delivered to the Trustee. 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. 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 Section 6.1) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

                  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 or her the
execution thereof. Where such execution is by a signer acting in a capacity
other than his or her individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his or her 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.

                  The ownership of Securities shall be proved by
the Security Register.

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

                                        13

                  The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction,
vote, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series,
provided that the Company may not set a record date for, and the provisions
of this paragraph shall not apply with respect to, the giving or making of
any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Securities of the relevant series on such record date, and no
other Holders, shall be entitled to take the relevant action, whether or not
such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant
to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its
own expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.6.

                  The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to join in the giving or making of (i) any Notice of Default, (ii)
any declaration of acceleration referred to in Section 5.2, (iii) any request
to institute proceedings referred to in Section 5.7(2) or (iv) any direction
referred to in Section 5.12, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of such series on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing
in this paragraph shall be construed to prevent the Trustee from setting a
new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by

                                        14

any Person be canceled and of no effect), and nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series
on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in
Section 1.6.

                  With respect to any record date set pursuant to this
Section, the party hereto which sets such record dates may designate any day
as the "Expiration Date" and from time to time may change the Expiration Date
to any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other party
hereto in writing, and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.6, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date
set pursuant to this Section, the party hereto which set such record date
shall be deemed to have initially designated the 180th day after such record
date as the Expiration Date with respect thereto, subject to its right to
change the Expiration Date as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.

                  Without limiting the foregoing, a Holder entitled hereunder
to take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.

SECTION 1.5   NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

                           (1)      the Trustee by any Holder or by the Company
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing (or by facsimile transmissions, provided
         that oral confirmation of receipt shall have been received) to or with
         the Trustee at its Corporate Trust Office, Attention: Corporate Trust
         Department, or

                                        15

                           (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: Chief Financial Officer.

SECTION 1.6   NOTICE TO HOLDERS; WAIVER.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by hand or overnight courier to each Holder affected by such event,
at its address as it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. Neither the failure to mail or
deliver by hand or overnight courier any such notice, nor any defect in any
such notice so mailed or delivered by hand or overnight courier, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

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

SECTION 1.7   CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with
a provision of the Trust Indenture Act which is required under such Act to be
a part of and govern this Indenture, the latter provision shall control. If
any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

SECTION 1.8   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

                                        16

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

SECTION 1.9   SUCCESSORS AND ASSIGNS.

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

SECTION 1.10   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 1.11   BENEFITS OF INDENTURE.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Indebtedness and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12   GOVERNING LAW.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO SUCH STATE'S CONFLICTS OF LAWS PRINCIPLES.

SECTION 1.13   LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security or the last date on which a Holder
has the right to convert a Security at a particular conversion price shall
not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the Securities (other than a
provision of any Security which specifically states that such provision shall
apply in lieu of this Section)) payment of interest or principal (and
premium, if any) or, if applicable to a particular series of Securities,
conversion 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, at the Stated Maturity or on such last day for conversion, as the case
may be.

                                        17

SECTION 1.14   INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

                  No recourse for the payment of the principal of or premium,
if any, or interest on any Security, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental
indenture or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer, or director or subsidiary, 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
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.

SECTION 1.15   INDENTURE MAY BE EXECUTED IN COUNTERPARTS.

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

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.1   FORMS GENERALLY.

                  The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof. If the
form of Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action 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 3.3 for the authentication and delivery

                                        18

of such Securities. Any such Board Resolution or record of such action shall
have attached thereto a true and correct copy of the form of Security
referred to therein approved by or pursuant to such Board Resolution.

SECTION 2.2   FORM OF LEGEND FOR GLOBAL SECURITIES.

                  Unless otherwise specified as contemplated by Section 3.1
for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

SECTION 2.3   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  The Trustee's certificates of authentication shall be in
substantially the following form:

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

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

                                    By:_____________________
                                        Authorized Officer

SECTION 2.4   FORM OF CONVERSION NOTICE.

              Conversion notices shall be in substantially the following form:

                                        19

To Black Hills Corporation:

              The undersigned owner of this Security hereby irrevocably
exercises the option to convert this Security, or portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of
Common Stock of the Company in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless
a different name has been indicated below. If this Notice is being delivered
on a date after the close of business on a Regular Record Date and prior to
the opening of business on the related Interest Payment Date (unless this
Security or the portion thereof being converted has been called for
redemption on a Redemption Date during the period beginning at the close of
business on a Regular Record Date and ending at the opening of business on
the first Business Day after the next succeeding Interest Payment Date, or if
such Interest Payment Date is not a Business Day, the second such Business
Day), this Notice is accompanied by payment, in funds acceptable to the
Company, of an amount equal to the interest payable on such Interest Payment
Date of the principal of this Security to be converted. If shares are to be
issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect hereto. Any amount required
to be paid by the undersigned on account of interest accompanies this
Security.

              Principal Amount to be Converted
         (in an integral multiple of $1,000, if less than all)

U.S. $_____________
Dated:  ____________
                                 Signature(s) must be guaranteed by an
                                 eligible guarantor institution (banks, stock
                                 brokers, savings and loan associations and
                                 credit unions with membership in an approved
                                 signature guarantee medallion program)
                                 pursuant to Securities and Exchange
                                 Commission Rule 17Ad-15.

                                 -----------------------------------
                                         Signature Guaranty

              Fill in for registration of shares of Common Stock and Security
if to be issued otherwise than to the registered Holder.

                                        20

- -------------------------           ------------------------------------------
(Name)                              Social Security or Other Taxpayer
                                    Identification Number

- -------------------------
(Address)

- ---------------------------------
Please print Name and Address
(including zip code number)

[The above conversion notice is to be modified, as appropriate, for conversion
into other securities or property of the Company.]

                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.1   AMOUNT UNLIMITED; ISSUABLE IN SERIES.

              The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

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

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

                        (2) any limit upon the aggregate principal amount of
      the Securities of the series which may be authenticated and delivered
      under this Indenture (except for Securities authenticated and delivered
      upon registration of transfer of, or in exchange for, or in lieu of,
      other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6
      or 11.7 and except for any Securities which, pursuant to Section 3.3,

                                     21

      are deemed never to have been authenticated and delivered hereunder);

                        (3) the Person to whom any interest on a 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;

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

                        (5) the rate or rates at which any Securities of the
      series shall bear interest, if any, the date or dates from which any
      such interest shall accrue, the Interest Payment Dates on which any
      such interest shall be payable and the Regular Record Date for any such
      interest payable on any Interest Payment Date;

                        (6) the place or places where the principal of and
      any premium and interest on any Securities of the series shall be
      payable;

                        (7) the period or periods within which, the price or
      prices at which and the terms and conditions upon which any Securities
      of the series may be redeemed, in whole or in part, at the option of
      the Company and, if other than by a Board Resolution, the
      manner in which any election by the Company to redeem the
      Securities shall be evidenced;

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

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

                                        22

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

                        (11) if other than the currency of the United States
      of America, the currency, currencies or currency units in which the
      principal of or any premium or interest on any Securities of the series
      shall be payable and the manner of determining the equivalent thereof
      in the currency of the United States of America for any purpose,
      including for purposes of the definition of "Outstanding" in Section
      1.1;

                        (12) if the principal of or any premium or interest
      on any Securities of the series is to be payable, at the election of
      the Company or the Holder thereof, in one or more currencies or
      currency units other than that or those in which such Securities are
      stated to be payable, the currency, currencies or currency units in
      which the principal of or any premium or interest on such Securities as
      to which such election is made shall be payable, the periods within
      which and the terms and conditions upon which such election is to be
      made and the amount so payable (or the manner in which such amount
      shall be determined);

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

                        (14) if the principal amount payable at the Stated
      Maturity of any Securities of the series will not be determinable as of
      any one or more dates prior to the Stated Maturity, the amount which
      shall be deemed to be the principal amount of such Securities as of any
      such date for any purpose thereunder or hereunder, including the
      principal amount thereof which shall be due and payable upon any
      Maturity other than the Stated Maturity or which shall be deemed to be
      Outstanding as of any date prior to the Stated Maturity (or, in any
      such case, the manner in which such amount deemed to be the principal
      amount shall be determined);

                                        23

                           (15) if applicable, that the Securities of the
         series, in whole or any specified part, shall be defeasible pursuant to
         Section 13.2 or Section 13.3 or both such Sections and, if other than
         by a Board Resolution, the manner in which any election by the Company
         to defease such Securities shall be evidenced;

                           (16) if applicable, the terms of any right to convert
         Securities of the series into shares of Common Stock of the Company or
         other securities or property;

                           (17) if applicable, that any Securities of the series
         shall be issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 2.2 and any circumstances in addition to or in lieu of
         those set forth in Clause (2) of the last paragraph of Section 3.5 in
         which any such Global Security may be exchanged in whole or in part for
         Securities registered, and any transfer of such Global Security in
         whole or in part may be registered, in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                           (18) whether all of the provisions of this Indenture
         relating to the subordination of the Securities (including the
         provisions of Article 15), or different subordination provisions,
         including a different definition of "Senior Indebtedness" or
         "Designated Senior Indebtedness," will apply to Securities of the
         series;

                           (19) any addition to or change in the Events of
         Default which applies to any Securities of the series and any change in
         the right of the Trustee or the requisite Holders of such Securities to
         declare the principal amount thereof due and payable pursuant to
         Section 5.2;

                           (20) any addition to or change in the covenants set
         forth in Article 10 which applies to Securities of the series; and

                                       24

                           (21) any other terms of the series (which terms shall
         not be inconsistent with the provisions of this Indenture, except as
         permitted by Section 9.1(5)).

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

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary 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 series.

                  The Securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article 15.

SECTION 3.2   DENOMINATIONS.

                  The Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as shall be
specified as contemplated by Section 3.1. In the absence of any such specified
denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

                                       25

SECTION 3.3   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Chief Executive Officer, its principal financial
officer, its President or one of its Vice Presidents, attested by its Treasurer,
Secretary or one of its Assistant Treasurers or Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
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. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, a copy of such Board Resolution, the Officers'
Certificate setting forth the terms of the series and an Opinion of Counsel,
with such Opinion of Counsel stating,

                           (1) if the form of such Securities has been
         established by or pursuant to Board Resolution as permitted by Section
         2.1, that such form has been established in conformity with the
         provisions of this Indenture;

                           (2) if the terms of such Securities have been
         established by or pursuant to Board Resolution as permitted by Section
         3.1, that such terms have been established in conformity with the
         provisions of this Indenture; and

                           (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,

                                       26

         will constitute valid and legally binding obligations of the Company
         enforceable in accordance with their terms, subject to bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and similar
         laws of general applicability relating to or affecting creditors'
         rights and to general equity principles.

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

                  Notwithstanding the provisions of Section 3.1 and of the
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 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

                  Each Security shall be dated the date of its authentication.

                  No Security 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 been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
3.9, 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.

                  Neither the Company nor the Trustee shall have any
responsibility for any defect in the CUSIP number that appears on any Security,
check, advice of payment or redemption notice, and any such document may contain
a statement to the effect that CUSIP numbers have been assigned by an
independent service for convenience of reference and that neither the Company
nor the Trustee shall be liable for any inaccuracy in such numbers.

                                       27

SECTION 3.4   TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

                  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 in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

SECTION 3.5   REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
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 Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

                                       28

                  Upon surrender for registration of transfer of any Security
of a series at the office or agency of the Company in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount.

                  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

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

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

                  If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of that series
(or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under
Section 11.3 and ending at the close of business on the day of such mailing, or
(B) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

                                       29

                  The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

                           (1) Each Global Security authenticated under this
         Indenture shall be registered in the name of the Depositary designated
         for such Global Security or a nominee thereof and delivered to such
         Depositary or a nominee thereof or custodian therefor, and each such
         Global Security shall constitute a single Security for all purposes of
         this Indenture.

                           (2) Notwithstanding any other provision in this
         Indenture, no Global Security may be exchanged in whole or in part for
         Securities registered, and no transfer of a Global Security in whole or
         in part may be registered, in the name of any Person other than the
         Depositary for such Global Security or a nominee thereof unless (A)
         such Depositary (i) has notified the Company that it is unwilling or
         unable to continue as Depositary for such Global Security or (ii) has
         ceased to be a clearing agency registered under the Exchange Act, (B)
         there shall have occurred and be continuing an Event of Default with
         respect to such Global Security or (C) there shall exist such
         circumstances, if any, in addition to or in lieu of the foregoing as
         have been specified for this purpose as contemplated by Section 3.1.

                           (3) Subject to Clause (2) above, any exchange of a
         Global Security for other Securities may be made in whole or in part,
         and all Securities issued in exchange for a Global Security or any
         portion thereof shall be registered in such names as the Depositary for
         such Global Security shall direct.

                           (4) Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security or any portion thereof, whether pursuant to this Section,
         Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.

SECTION 3.6   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                                       30

                  If any mutilated Security 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.

                  If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

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

                  Every new Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, 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 this Indenture equally and
proportionately with any and all other Securities 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.

SECTION 3.7   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Except as otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to

                                       31

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 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 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 given to each Holder of Securities
         of such series in the manner set forth in Section 1.6, 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).

                                       32

                           (2) The Company may make payment of any Defaulted
         Interest on the 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
         as shall be deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section, 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.

                  Subject to the provisions of Section 14.2, in the case of any
Security (or any part thereof) which is converted after any Regular Record Date
and on or prior to the next succeeding Interest Payment Date (other than any
Security the principal of (or premium, if any, on) which shall become due and
payable, whether at Stated Maturity or by declaration of acceleration prior to
such Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date 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 any 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 or in Section 14.2, in the case of any Security (or any part thereof)
which is converted, interest whose Stated Maturity is after the date of
conversion of such Security (or such part thereof) shall not be payable.

SECTION 3.8   PERSONS DEEMED OWNERS.

                  Prior to due presentment of a 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 Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 3.7) 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.

SECTION 3.9   CANCELLATION.

                                       33

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. 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 held by the Trustee
shall be disposed of as directed by a Company Order.

SECTION 3.10   COMPUTATION OF INTEREST.

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1   SATISFACTION AND DISCHARGE OF INDENTURE.

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

                           (1) either

                                    (A) all Securities theretofore authenticated
                  and delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.6 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Trustee or the Company and

                                       34

                  thereafter repaid to the Company or discharged from such
                  trust, as provided in Section 10.3) have been delivered to the
                  Trustee for cancellation; or

                                    (B)     all such Securities not theretofore
                  delivered to the Trustee for cancellation

                                             (i) have become due and payable, or

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

                                             (iii) are to be called for
                  redemption within one year under arrangements satisfactory to
                  the Trustee for the giving of notice of redemption by the
                  Trustee in the name, and at the expense, of the Company, and
                  the Company, in the case of (i), (ii) or (iii) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for the purpose of making the following
                  payments, money in an amount sufficient to pay and discharge
                  the entire indebtedness on such Securities not theretofore
                  delivered to the Trustee for cancellation, for principal and
                  any premium and interest to the date of such deposit (in the
                  case of Securities which have become due and payable) or to
                  the Stated Maturity or Redemption Date, as the case may be;

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.7, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 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 4.2 and
the last paragraph of Section 10.3 shall survive.

SECTION 4.2   APPLICATION OF TRUST MONEY.

                                       35

                  Subject to the provisions of the last paragraph of Section
10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
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 any premium and
interest for whose payment such money has been deposited with the Trustee.

                                       36

                                    ARTICLE V

                                    REMEDIES

SECTION 5.1   EVENTS OF DEFAULT.

                  "Event of Default," wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be occasioned by the
provisions of Article 15 or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

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

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

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

                           (5) the entry by a court having jurisdiction in the
         premises of a decree or order for relief in respect of the Company in
         an involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the company a bankrupt or insolvent, or

                                       37

         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, equestrator or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 90 consecutive
         days; or

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

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

SECTION 5.2   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default (other than an Event of Default
specified in Section 5.1(5) or 5.1(6)) 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 of all
the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable

                                       38

immediately, by a notice in writing to the Company (and to the Trustee if
given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. If an Event of
Default specified in Section 5.1(5) or 5.1(6) with respect to Securities of
any series at the time Outstanding occurs, the principal amount of all the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable. Any payments by the Company on
the Securities following any such acceleration will be subject to the
subordination provisions of Article 15 to the extent provided therein.

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

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

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

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

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

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

                           (2)      all Events of Default with respect to
         Securities of that series, other than the non-payment of the principal
         of Securities of

                                      39

         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 5.13. No
         such rescission shall affect any subsequent default or impair any right
         consequent thereon.

SECTION 5.3   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if

                           (1) default is made in the payment of any interest on
         any Security when such interest becomes due and payable and such
         default continues for a period of 30 days, or

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

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

SECTION 5.4   TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of 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

                                      40

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 6.7.

                  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;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

SECTION 5.5   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

                  All rights of action and claims under this Indenture or the
Securities 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 in respect of which such
judgment has been recovered.

SECTION 5.6   APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or any premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  FIRST:   To the payment of all amounts due the Trustee
under Section 6.7;

                                      41

                  SECOND:  Subject to Article 15, to the payment of the
amounts then due and unpaid for principal of and any premium, if any, and
interest 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 any premium, if any, and interest, respectively; and

                  THIRD:   The balance, if any, to the Company or any other
Person or Persons entitled thereto.

SECTION 5.7   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) such Holder has previously given written notice
         to the Trustee of a continuing Event of Default with respect to the
         Securities of that series;

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

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

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

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

                                      42

         right under this Indenture, except in the manner herein provided and
         for the equal and ratable benefit of all of such Holders.

SECTION 5.8    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
               AND INTEREST AND TO CONVERT.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 3.7) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date), to convert such Securities in accordance with Article 14 to
the extent that such right to convert is applicable to such Security and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 5.9    RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder 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 5.10   RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.6, 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 assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11   DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder of any
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 an acquiescence

                                      43

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 (subject to the limitations contained
in this Indenture) or by the Holders, as the case may be.

SECTION 5.12   CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that:

                           (1) such direction shall not be in conflict with any
         rule of law or with this Indenture and the Trustee shall not have
         determined that the action so directed would be unjustly prejudicial to
         Holders of Securities of that series, or any other series, not taking
         part in such direction; and

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

SECTION 5.13   WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except:

                           (1) a default in the payment of the principal of or
         any premium or interest on any Security of such series; or

                           (2) to the extent such right is applicable to such
         Security, a failure by the Company on request to convert any Security
         into Common Stock; or

                           (3) in respect of a covenant or provision hereof
         which under Article 9 cannot be modified or amended without the consent
         of the Holder of each Outstanding Security of such series affected.

                                      44

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

SECTION 5.14   UNDERTAKING FOR COSTS.

                  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 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 in any suit for the enforcement of the right to convert any Security in
accordance with Article 14.

SECTION 5.15   WAIVER OF USURY, STAY OR EXTENSION LAWS.

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

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.1    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

                                      45

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 6.2    NOTICE OF DEFAULTS.

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

SECTION 6.3    CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 6.1:

                           (1) the Trustee may rely and shall be protected in
         acting or refraining from acting upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, 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;

                           (2) 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 shall be
         sufficiently evidenced by a Board Resolution;

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

                           (4) the Trustee may consult with counsel and the
         written advice of such counsel or any Opinion of Counsel shall be full

                                      46

         and complete authorization and protection in respect of any action
         taken, suffered or omitted by it hereunder in good faith and in
         reliance thereon;

                           (5) the Trustee shall be under no obligation to
         exercise 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;

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

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

SECTION 6.4    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 neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity, sufficiency or priority 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 6.5    MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES.

                                      47

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

                  Subject to the limitations imposed by the Trust Indenture Act,
nothing in this Indenture shall prohibit the Trustee from becoming and acting as
trustee under other indentures under which other securities, or certificates of
interest of participation in other securities, of the Company are outstanding in
the same manner as if it were not Trustee hereunder.

SECTION 6.6    MONEY HELD IN TRUST.

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

SECTION 6.7    COMPENSATION AND REIMBURSEMENT.

                  The Company agrees:

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

                           (2) except as otherwise expressly provided herein, to
         reimburse 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 the Trustee for, and to hold it
         harmless against, any loss, liability or expense incurred without
         negligence or bad faith on its part, arising out of or in connection
         with the acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or

                                      48

         liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

SECTION 6.8    CONFLICTING INTERESTS.

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

SECTION 6.9    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be one (and only one) Trustee
hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has (or if the Trustee is a member of a bank holding company system, its bank
holding company has) a combined capital and surplus of at least $50,000,000. If
any such Person or bank holding company 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 and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person or bank
holding company 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 with respect to the Securities of any series 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 6.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  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 6.11.

                  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation,

                                      49

the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

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

                  If at any time:
                           (1) the Trustee shall fail to comply with Section 6.8
         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 shall cease to be eligible under
         Section 6.9 and shall fail to resign after written request therefor by
         the Company or by any such Holder, or

                           (3) the Trustee shall become incapable of acting or
         shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
         or of its property shall be appointed or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation, then, in any
         such case, (A) the Company by a Board Resolution may remove the Trustee
         with respect to all Securities, or (B) subject to Section 5.14, 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.

                  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. 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

                                      50

the applicable requirements of Section 6.11, become the successor Trustee
with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 6.11, the retiring Trustee may petition, or 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.

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

SECTION 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  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.

                  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

                                      51

that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any
other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
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.

                  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 the first or second preceding paragraph, as the case may be.

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

SECTION 6.12   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.

                                      52

SECTION 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                       53

SECTION 6.14   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 and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.6, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having (or if the Authenticating Agent is a member of a bank holding
company system, its bank holding company has) a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authority. 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 an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Section, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of

                                        54

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 give
notice of such appointment in the manner provided in Section 1.6 to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve. 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 Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 6.7.

                  If an appointment with respect to one or more series is
made pursuant to this Section 6.12, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication,
an alternative certificate of authentication in the following form:

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

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

                                            By:_______________________
                                               As Authenticating Agent

                                            By:_______________________
                                                 Authorized Officer

                                              ARTICLE VII

                          HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

                                        55

              The Company will furnish or cause to be furnished to the Trustee:

                        (1) semi-annually, not later than 15 days after the
      Regular Record Date, a list, in such form as the Trustee may reasonably
      require, of the names and addresses of the Holders of Securities of
      each series as of such Regular Record Date, as the case may be; and

                        (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; provided that no such
      list need be furnished by the Company to the Trustee so long as the
      Trustee is acting as Security Registrar.

SECTION 7.2   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

                  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 7.1 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished.

                  The rights of 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.

                  Every Holder of Securities, 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 any disclosure of information as to names and addresses of Holders
made pursuant to the Trust Indenture Act.

SECTION 7.3   REPORTS BY TRUSTEE.

                  The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.

                                        56

                  Reports so required to be transmitted at stated intervals
of not more than 12 months shall be transmitted no later than July 1 in each
calendar year, commencing with the first July 1 after the first issuance of
Securities pursuant to this Indenture.

                  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 notify the Trustee when any Securities are listed
on any stock exchange.

SECTION 7.4   REPORTS BY COMPANY.

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

                             ARTICLE VIII

         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

                  The Company shall not consolidate with or merge into any
other Person (in a transaction in which the Company is not the surviving
corporation) or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:

                        (1) in case the Company shall consolidate with or
      merge into another Person (in a transaction in which the Company is not
      the surviving corporation) or convey, transfer or lease its properties
      and assets substantially as an entirety to any Person, the Person
      formed by such consolidation or into which the Company is merged or the
      Person which acquires by conveyance or transfer, or which leases, the
      properties and assets of the Company substantially as an entirety shall
      be a corporation, limited liability company, partnership or trust,
      shall be organized and validly existing under the laws of the United
      States of

                                        57

      America, any State thereof or the District of Columbia and
      shall expressly assume, by an indenture supplemental hereto, executed
      and delivered to the Trustee, in form satisfactory to the Trustee, the
      due and punctual payment of the principal of and any premium and
      interest on all the Securities and the performance or observance of
      every covenant of this Indenture on the part of the Company to be
      performed or observed and the conversion rights shall be
      provided for in accordance with Article 14, if applicable,
      or as otherwise specified pursuant to Section 3.1, by supplemental
      indenture satisfactory in form to the Trustee, executed and
      delivered to the Trustee, by the Person (if other
      than the Company) formed by such consolidation or into which the
      Company shall have been merged or by the Person which shall have
      acquired the Company's assets;

                        (2) immediately after giving effect to such
      transaction and treating any indebtedness which becomes an obligation
      of the Company or any Subsidiary as a result of such transaction as
      having been incurred by the Company or such Subsidiary at the time of
      such transaction, no Event of Default, and no event which, after notice
      or lapse of time or both, would become an Event of Default, shall have
      happened and be continuing; and

                        (3) the Company has delivered to the Trustee an
      Officers' Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, conveyance, transfer or lease and, if a
      supplemental indenture is required in connection with such transaction,
      such supplemental indenture comply with this Article and that all
      conditions precedent herein provided for relating to such transaction
      have been complied with.

SECTION 8.2   SUCCESSOR SUBSTITUTED.

                  Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.1, the successor Person formed by such consolidation or into
which the Company is merged or to which 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 Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person

                                        58

shall be relieved of all obligations and covenants under this Indenture and
the Securities.

                                       59

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

                  Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

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

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

                        (4) to add to or change any of the provisions of this
      Indenture to such extent as shall be necessary to permit or facilitate
      the issuance of Securities in bearer form, registrable or not
      registrable as to principal, and with or without interest coupons, or
      to permit or facilitate the issuance of Securities in uncertificated
      form; or

                        (5) to add to, change or eliminate any of the
      provisions of this Indenture in respect of one or more series of
      Securities, provided that any such addition, change or elimination (A)
      shall neither (i) apply to any Security of any series created prior to
      the execution of such supplemental indenture and entitled to the
      benefit of
                                        60

      such provision nor (ii) modify the rights of the Holder of
      any such Security with respect to such provision or (B) shall
      become effective only when there is no such Security Outstanding; or

                        (6) to secure the Securities; or

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

                        (8) 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; or

                        (9) to make provision with respect to the conversion
      rights of Holders pursuant to the requirements of Article 14, including
      providing for the conversion of the securities into any security (other
      than the Common Stock of the Company) or property of the Company; or

                        (10) 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 that such
      action pursuant to this Clause (10) shall not adversely affect the
      interests of the Holders of Securities of any series in any material
      respect; or

                        (11) to supplement any of the provisions of the
      Indenture to such extent as shall be necessary to permit or facilitate
      the defeasance and discharge of any series of Securities pursuant to
      Articles Four and Thirteen, provided that any such action shall not
      adversely affect the interests of the Holders of Securities of such
      series or any other series of Securities in any material respect.

SECTION 9.2   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act

                                        61

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

                        (1) change the Stated Maturity of the principal of,
      or any installment of principal of or interest on, any Security, or
      reduce the principal amount thereof or the rate of interest thereon or
      any premium payable upon the redemption thereof, or reduce the amount
      of the principal of an Original Issue Discount Security or any other
      Security which would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 5.2, or change
      any Place of Payment where, or the coin or currency in which, any
      Security or any premium or interest thereon is payable, or impair the
      right to institute suit for the enforcement of any such payment on or
      after the Stated Maturity thereof (or, in the case of redemption, on or
      after the Redemption Date), or modify the provisions of this Indenture
      with respect to the subordination of such series of Securities in a
      manner adverse to the Holders of Securities of such series, or, in the
      case of securities of any series that are convertible into Securities
      or other securities of the Company, adversely affect the right of
      Holders to convert any of the Securities of such series other than as
      provided in or pursuant to this Indenture, or

                        (2) reduce the percentage in principal amount of the
      Outstanding Securities of any series, the consent of whose Holders is
      required for any such supplemental indenture, or the consent of whose
      Holders is required for any waiver (of compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences) provided for in this Indenture, or

                        (3) modify any of the provisions of this Section,
      Section 5.13 or Section 10.06, except to increase any such percentage
      or to provide that certain other provisions of this Indenture cannot be
      modified or waived without the consent of the Holder of each
      Outstanding Security affected thereby; provided, however, that this
      clause shall not be deemed to require the consent of any Holder with
      respect to changes in the references to "the Trustee" and concomitant

                                        62

      changes in this Section and Section 10.6, or the deletion of this
      proviso, in accordance with the requirements of Sections 6.11 and
      9.1(8), or

                        (4) if applicable, make any change that adversely
      affects the right to convert any security as provided in Article 14 or
      pursuant to Section 3.1 (except as permitted by Section 9.1(9)) or
      decrease the conversion rate or increase the conversion price of any
      such security. 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 9.3   EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture.
The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.4   EFFECT OF SUPPLEMENTAL INDENTURES.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

SECTION 9.5   CONFORMITY WITH TRUST INDENTURE ACT.

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                  Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act.

SECTION 9.6   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

                  Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

SECTION 9.7   SUBORDINATION UNIMPAIRED.

                  No provision in any supplemental indenture which affects
the superior priority of the holders of Senior Indebtedness shall be
effective against holders of Senior Indebtedness.

                                    ARTICLE X

                                    COVENANTS

SECTION 10.1   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of
and any premium and interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture.

SECTION 10.2   MAINTENANCE OF OFFICE OR AGENCY.

                  The Company will maintain in each Place of Payment for any
series of Securities 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, where Securities of
that series may be surrendered 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. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of

                                        64

such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. Unless otherwise provided in a supplemental
indenture or pursuant to Section 3.1 hereof, the Place of Payment for any
series of Securities shall be the Corporate Trust Office of the Trustee.

                  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 each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

SECTION 10.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

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

                  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

                                        65

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, 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.

                  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 or
any premium or interest on any Security of any series and remaining unclaimed
for a period ending on the earlier of the date that is ten Business Days
prior to the date such money would escheat to the State or two years after
such principal, premium or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense
of the Company cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general
circulation in each Place of Payment, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

SECTION 10.4   STATEMENT BY OFFICERS AS TO DEFAULT.

                  The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date
hereof, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof 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 they may have
knowledge. The fiscal year of the Company currently ends on December 31; and
the Company will give the Trustee prompt written notice of any change of its
fiscal year.

                                        66

SECTION 10.5   EXISTENCE.

                  Subject to Article 8, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence.

SECTION 10.6   WAIVER OF CERTAIN COVENANTS.

                  Except as otherwise specified as contemplated by Section
3.1 for Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 3.1(20) or 9.1(2) for the benefit of the Holders of such series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of
any such term, provision or condition shall remain in full force and effect.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1   APPLICABILITY OF ARTICLE.

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

SECTION 11.2   ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities shall
be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 3.1 for such Securities. In case of any redemption at
the election of the Company of less than all the Securities of any series
(including any such redemption affecting only a single Security), the Company
shall, at least 45 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, of the principal amount of

                                        67

Securities of such series to be redeemed and, if applicable, of the tenor of
the Securities to be redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.

SECTION 11.3   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

                  If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a specified tenor
are to be redeemed or unless such redemption affects only a single Security),
the particular Securities to be redeemed shall be selected not more than 45
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by lot, or in
the Trustee's discretion, on a pro-rata basis, provided that the unredeemed
portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such
series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed
shall be selected not more than 45 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding
sentence.

                  If any Security selected for partial redemption is
converted in part before termination of the conversion right with respect to
the portion of the Security so selected, the converted portion of such
Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which have been converted during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for
the purpose of such selection.

                  The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

                  The provisions of the two preceding paragraphs shall not
apply with respect to any redemption affecting only a single Security,
whether such Security is to be redeemed in whole or in part. In the case of
any such redemption in part, the unredeemed portion of the principal amount
of the Security shall be in an authorized denomination (which shall not be
less than the minimum authorized denomination) for such Security.

                                        68

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

                                       69

SECTION 11.4           NOTICE OF REDEMPTION.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, unless a shorter period is specified in the Securities to be
redeemed, to each Holder of Securities to be redeemed, at its address appearing
in the Security Register.

                  All notices of redemption shall state:

                           (1) the Redemption Date,

                           (2) the Redemption Price (including accrued interest,
         if any),

                           (3) if less than all the Outstanding Securities of
         any series consisting of more than a single Security are to be
         redeemed, the identification (and, in the case of partial redemption of
         any such Securities, the principal amounts) of the particular
         Securities to be redeemed and, if less than all the Outstanding
         Securities of any series consisting of a single Security are to be
         redeemed, the principal amount of the particular Security to be
         redeemed,

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

                           (5) the place or places where each such Security is
         to be surrendered for payment of the Redemption Price,

                           (6) if applicable, the conversion price, the date on
         which the right to convert the principal of the Securities or the
         portions thereof to be redeemed will terminate, and the place or places
         where such Securities may be surrendered for conversion, and

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

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

                                       70

SECTION 11.5           DEPOSIT OF REDEMPTION PRICE.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

                  If any Security called for redemption is converted, 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 (subject to the right of any
Holder of such Security to receive interest as provided in the last paragraph of
Section 3.7) be paid to the Company on Company Request, or if then held by the
Company, shall be discharged from such trust.

SECTION 11.6           SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.7.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 11.7           SECURITIES REDEEMED IN PART.

                  Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company

                                       71

and the Trustee duly executed by, the Holder thereof or its attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

                                   ARTICLE XII

                                  SINKING FUNDS

SECTION 12.1           APPLICABILITY OF ARTICLE.

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

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

SECTION 12.2           SATISFACTION OF SINKING FUND PAYMENTS WITH
                    SECURITIES.

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

                                       72

sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 12.3           REDEMPTION OF SECURITIES FOR SINKING FUND.

                  Not less than 60 days prior to each sinking fund payment date
for any Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, 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 pursuant to
Section 12.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                ARTICLE XIII

                     DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.1           COMPANY'S OPTION TO EFFECT DEFEASANCE OR
                     COVENANT DEFEASANCE.

                  The Company may elect, at its option at any time, to have
Section 13.2 or Section 13.3 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 3.1 as being
defeasible pursuant to such Section 13.2 or 13.3, in accordance with any
applicable requirements provided pursuant to Section 3.1 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.1 for such Securities.

SECTION 13.2           DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities or any series of Securities, as the case
may be, the Company shall be deemed to have been discharged from its
obligations, and the provisions of Article 15 shall cease to be effective, with
respect to such Securities as provided in this

                                       73

Section on and after the date the conditions set forth in Section 13.4 are
satisfied (hereinafter called "Defeasance"). For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Securities and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder:

                           (1) the rights of Holders of such Securities to
         receive, solely from the trust fund described in Section 13.4 and as
         more fully set forth in such Section, payments in respect of the
         principal of and any premium and interest on such Securities when
         payments are due;

                           (2) the Company's obligations with respect to such
         Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, and, if
         applicable, Article 14;

                           (3) the rights, powers, trusts, duties and immunities
         of the Trustee hereunder; and

                           (4) this Article.

                  Subject to compliance with this Article, the Company may
exercise its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 13.3
applied to such Securities.

SECTION 13.3           COVENANT DEFEASANCE.

                  Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities or any series of Securities, as the case
may be:

                           (1) the Company shall be released from its
         obligations under any covenants provided pursuant to Section 3.1(20) or
         9.1(2) or for the benefit of the Holders of such Securities;

                           (2) the occurrence of any event specified in any
         covenants provided pursuant to Section 3.1(20) or 9.1(2) shall be
         deemed not to be or result in an Event of Default; and

                           (3) the provisions of Article 15 shall cease to be
         effective,

                                       74

in each case with respect to such Securities as provided in this Section on
and after the date the conditions set forth in Section 13.4 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit
to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such specified Section (to the extent so
specified in the case of Section 5.1(4)) or Article 15, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section or Article to any other
provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

SECTION 13.4           CONDITIONS TO DEFEASANCE OR COVENANT
                     DEFEASANCE.

                  The following shall be the conditions to the application of
Section 13.2 or Section 13.3 to any Securities or any series of Securities, as
the case may be:

                           (1) The Company shall irrevocably have deposited or
         caused to be deposited with the Trustee (or another trustee which
         satisfies the requirements contemplated by Section 6.9 and agrees to
         comply with the provisions of this Article applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for, and dedicated solely to, the
         benefits of the Holders of such Securities, (A) money in an amount, or
         (B) U.S. Government Obligations which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment, money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with the
         terms of this Indenture and such Securities. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America is pledged or
         (ii) an obligation of a Person controlled or supervised by and acting
         as an agency or instrumentality of the United States of America the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the

                                       75

         United States of America, which, in either case (i) or (ii), is not
         callable or redeemable at the option of the issuer thereof, and (y)
         any depositary receipt issued by a bank (as defined in Section
         3(a)(2) of the Securities Act) as custodian with respect to any U.S.
         Government Obligation which is specified in Clause (x) above and
         held by such bank for the account of the holder of such depositary
         receipt, or with respect to any specific payment of principal of or
         interest on any U.S. Government Obligation which is so specified and
         held, 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 depositary receipt from any amount received by the
         custodian in respect of the U.S. Government Obligation or the
         specific payment of principal or interest evidenced by such
         depositary receipt.

                           (2) In the event of an election to have Section 13.2
         apply to any Securities or any series of Securities, as the case may
         be, the Company shall have delivered to the Trustee an Opinion of
         Counsel stating that (A) the Company has received from, or there has
         been published by, the Internal Revenue Service a ruling or (B) since
         the date of this instrument, there has been a change in the applicable
         Federal income tax law, in either case (A) or (B) to the effect that,
         and based thereon such opinion shall confirm that, the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit, Defeasance and discharge to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit, Defeasance and discharge were not
         to occur.

                           (3) In the event of an election to have Section 13.3
         apply to any Securities or any series of Securities, as the case may
         be, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders of such Securities will not
         recognize gain or loss for Federal income tax purposes as a result of
         the deposit and Covenant Defeasance to be effected with respect to such
         Securities and will be subject to Federal income tax on the same
         amount, in the same manner and at the same times as would be the case
         if such deposit and Covenant Defeasance were not to occur.

                           (4) The Company shall have delivered to the Trustee
         an Officers' Certificate to the effect that neither such Securities nor
         any

                                       76

         other Securities of the same series, if then listed on any securities
         exchange, will be delisted as a result of such deposit.

                           (5) No event which is, or after notice or lapse of
         time or both would become, an Event of Default with respect to such
         Securities or any other Securities shall have occurred and be
         continuing at the time of such deposit or, with regard to any such
         event specified in Sections 5.1(5) and (6), at any time on or prior
         to the 90th day after the date of such deposit (it being understood
         that this condition shall not be deemed satisfied until after such
         90th day).

                           (6) Such Defeasance or Covenant Defeasance shall not
         cause the Trustee to have a conflicting interest within the meaning of
         the Trust Indenture Act (assuming all Securities are in default within
         the meaning of such Act).

                           (7) Such Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under, any
         other agreement or instrument to which the Company is a party or by
         which it is bound.

                           (8) Such Defeasance or Covenant Defeasance shall not
         result in the trust arising from such deposit constituting an
         investment company within the meaning of the Investment Company Act
         unless such trust shall be registered under such Act or exempt from
         registration thereunder.

                           (9)       At the time of such deposit,

                                    (A) no default in the payment of principal
                           of or any premium or interest on any Senior
                           Indebtedness shall have occurred and be continuing,

                                    (B) no event of default with respect to any
                           Senior Indebtedness shall have resulted in such
                           Senior Indebtedness becoming, and continuing to be,
                           due and payable prior to the date on which it would
                           otherwise have become due and payable (unless payment
                           of such Senior Indebtedness has been made or duly
                           provided for), and

                                       77

                                    (C) no other event of default with respect
                           to any Senior Indebtedness shall have occurred and be
                           continuing permitting (after notice or lapse of time
                           or both) the holders of such Senior Indebtedness (or
                           a trustee on behalf of such holders) to declare such
                           Senior Indebtedness due and payable prior to the date
                           on which it would otherwise have become due and
                           payable.

                           (10) The Company shall have delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that all conditions precedent with respect to such
         Defeasance or Covenant Defeasance have been complied with.

SECTION 13.5           DEPOSITED MONEY AND U.S. GOVERNMENT
OBLIGATIONS                      TO BE HELD IN TRUST; MISCELLANEOUS
PROVISIONS.

                  Subject to the provisions of the last paragraph of Section
10.3, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section and Section 13.6, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 13.4 in respect
of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law. Monies and
U.S. Government Obligations so held in trust shall not be subject to the
provisions of Article 15.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 13.4 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

                  Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 13.4 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be

                                       78

deposited to effect the Defeasance or Covenant Defeasance, as the case may
be, with respect to such Securities.

SECTION 13.6           REINSTATEMENT.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 13.2 or 13.3 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 13.5 with respect
to such Securities in accordance with this Article; provided, however, that if
the Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.

                                   ARTICLE XIV

                            CONVERSION OF SECURITIES

SECTION 14.1           APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to the
Securities of any series which are convertible into shares of Common Stock of
the Company, and the issuance of such shares of Common Stock upon the conversion
of such Securities, except as otherwise specified as contemplated by Section 3.1
for the Securities of such series.

SECTION 14.2           EXERCISE OF CONVERSION PRIVILEGE.

                  In order to exercise a conversion privilege, the Holder of a
Security of a series with such a privilege shall surrender such Security to the
Company at the office or agency maintained for that purpose pursuant to Section
10.2, accompanied by a duly executed conversion notice to the Company
substantially in the form set forth in Section 2.6 stating that the Holder
elects to convert such Security or a specified portion thereof. Such notice
shall also state, if different from the name and address of such Holder, the
name or names (with address) in which the certificate or certificates for

                                       79

shares of Common Stock which shall be issuable on such conversion shall be
issued. Securities surrendered for conversion shall (if so required by the
Company or the Trustee) be duly endorsed by or accompanied by instruments of
transfer in forms satisfactory to the Company and the Trustee duly executed by
the registered Holder or its attorney duly authorized in writing; and Securities
so surrendered for conversion (in whole or in part) during the period from the
close of business on any Regular Record Date to the opening of business on the
next succeeding Interest Payment Date (excluding Securities or portions thereof
called for redemption during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal
to the interest payable on such Interest Payment Date on the principal amount
of such Security then being converted, and such interest shall be payable to
such registered Holder notwithstanding the conversion of such Security,
subject to the provisions of Section 3.7 relating to the payment of
Defaulted Interest by the Company. As promptly as practicable after the receipt
of such notice and of any payment required pursuant to a Board Resolution and,
subject to Section 3.3, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at
which such Security is surrendered, to such Holder or on its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share of such Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion by the Company
and such Security shall have been surrendered as aforesaid (unless such Holder
shall have so surrendered such Security and shall have instructed the Company to
effect the conversion on a particular date following such surrender and such
Holder shall be entitled to convert such Security on such date, in which case
such conversion shall be deemed to be effected immediately prior to the close of
business on such date) and at such time the rights of the Holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock of the
Company shall be issuable upon such conversion shall be deemed to have become
the Holder or Holders of record of the shares represented thereby. Except as set
forth above and subject to the final paragraph of Section 3.7, no payment or
adjustment shall be made upon any conversion on

                                       80

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

SECTION 14.3           NO FRACTIONAL SHARES.

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

SECTION 14.4           ADJUSTMENT OF CONVERSION PRICE.

                  The conversion price of Securities of any series that is
convertible into Common Stock of the Company shall be adjusted for any stock
dividends, stock splits, reclassifications, combinations or similar transactions
in accordance with the terms of

                                       81

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

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SECTION 14.5           NOTICE OF CERTAIN CORPORATE ACTIONS.

                  In case:

                           (1) the Company shall declare a dividend (or any
         other distribution) on its Common Stock payable otherwise than in cash
         out of its retained earnings (other than a dividend for which approval
         of any shareholders of the Company is required) that would require an
         adjustment pursuant to Section 14.4; or

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

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

                           (4) of the voluntary or involuntary dissolution,
         liquidation or winding up of the Company;

then the Company shall cause to be filed with the Trustee, and shall cause to be
mailed to all Holders at their last addresses as they shall appear in the
Security Register, at least 20 days (or 10 days in any case specified in Clause
(1) or (2) above) prior to the applicable record date hereinafter specified, a
notice stating (i) the date on which a record is to be taken for the purpose of
such dividend, distribution, rights, options or warrants, or, if a record is not
to be taken, the date as of which the holders of Common Stock of Record to be
entitled to such dividend, distribution, rights, options or warrants are to be
determined, or (ii) the date on which such reclassification, consolidation,
merger, share exchange, sale, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up. If at any time the Trustee shall not be the
conversion agent, a copy of such notice shall also forthwith be filed by the
Company with the Trustee.

                                       83

SECTION 14.6   RESERVATION OF SHARES OF COMMON STOCK.

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

SECTION 14.7   PAYMENT OF CERTAIN TAXES UPON CONVERSION.

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

SECTION 14.8   NONASSESSABILITY.

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

SECTION 14.9   PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.

                  In case of any consolidation or merger of the Company with or
into any other Person, any merger of another Person with or into the Company
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the Company)
or any conveyance, sale, transfer or lease of all or substantially all of the
assets of the Company, the Person formed by such consolidation or resulting from
such merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security of a series then Outstanding that is convertible into Common Stock
of the Company shall have the right thereafter (which right shall be the
exclusive conversion right thereafter available to said Holder), during the
period such Security shall be convertible, to convert such

                                       84

Security only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer or
lease by a holder of the number of shares of Common Stock of the Company into
which such Security might have been converted immediately prior to such
consolidation, merger, conveyance, sale, transfer or lease, assuming such
holder of Common Stock of the Company (i) is not a Person with which the
Company consolidated or merged with or into or which merged into or with the
Company or to which such conveyance, sale, transfer or lease was made, as the
case may be (a "Constituent Person"), or an Affiliate of a Constituent Person
and (ii) failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer or lease (provided that if
the kind or amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer, or lease is not the
same for each share of Common Stock of the Company held immediately prior to
such consolidation, merger, conveyance, sale, transfer or lease by others
than a Constituent Person or an Affiliate thereof and in respect of which
such rights of election shall not have been exercised ("Non-electing Share"),
then for the purpose of this Section 14.9 the kind and amount of securities,
cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by the holders of each Non-electing Share
shall be deemed to be the kind and amount so receivable per share by a
plurality of the Non-electing Shares). Such supplemental indenture shall
provide for adjustments which, for events subsequent to the effective date of
such supplemental indenture, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article or in accordance
with the terms of the supplemental indenture or Board Resolutions setting
forth the terms of such adjustments. The above provisions of this Section
14.9 shall similarly apply to successive consolidations, mergers,
conveyances, sales, transfers or leases. Notice of the execution of such a
supplemental indenture shall be given by the Company to the Holder of each
Security of a series that is convertible into Common Stock of the Company as
provided in Section 1.6 promptly upon such execution. Neither the Trustee nor
any conversion agent, if any, shall be under any responsibility to determine
the correctness of any provisions contained in any such supplemental
indenture relating either to the kind or amount of shares of stock or other
securities or property or cash receivable by Holders of Securities of a
series convertible into Common Stock of the Company upon the conversion of
their Securities after any such consolidation, merger, conveyance, transfer,
sale or lease or to any such adjustment, but may accept as conclusive
evidence of the correctness of any such provisions, and shall be protected in
relying upon, an Opinion of Counsel with respect thereto, which the Company
shall cause to be furnished to the Trustee upon request.

SECTION 14.10   DUTIES OF TRUSTEE REGARDING CONVERSION.

                                       85

                  Neither the Trustee nor any conversion agent shall at any
time be under any duty or responsibility to any Holder of Securities of any
series that is convertible into Common Stock of the Company to determine
whether any facts exist which may require any adjustment of the conversion
price, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, whether herein or in any
supplemental indenture, any resolutions of the Board of Directors or written
instrument executed by one or more officers of the Company provided to be
employed in making the same. Neither the Trustee nor any conversion agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock of the Company, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Securities and neither the Trustee nor any conversion agent makes any
representation with respect thereto. Subject to the provisions of Section
6.1, neither the Trustee nor any conversion agent shall be responsible for
any failure of the Company to issue, transfer or deliver any shares of its
Common Stock or stock certificates or other securities or property upon the
surrender of any Security for the purpose of conversion or to comply with any
of the covenants of the Company contained in this Article 14 or in the
applicable supplemental indenture, resolutions of the Board of Directors or
written instrument executed by one or more duly authorized officers of the
Company.

SECTION 14.11   REPAYMENT OF CERTAIN FUNDS UPON CONVERSION.

                  Any funds which at any time shall have been deposited by the
Company or on its behalf with the Trustee or any other paying agent for the
purpose of paying the principal of and any premium and interest on any of the
Securities (including, but not limited to, funds deposited for the sinking fund
referred to in Article 12 hereof and funds deposited pursuant to Article 13
hereof) and which shall not be required for such purposes because of the
conversion of such Securities as provided in this Article 14 shall after such
conversion be repaid to the Company by the Trustee upon the Company's written
request.

                                   ARTICLE XV

                           SUBORDINATION OF SECURITIES

SECTION 15.1   AGREEMENT OF SUBORDINATION.

                  Except as otherwise provided in a supplemental indenture or
pursuant to Section 3.1, the Company covenants and agrees, and each Holder of
Securities issued hereunder by his acceptance thereof likewise covenants and
agrees, that all Securities

                                       86

shall be issued subject to the provisions of this Article 15; and each Person
holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees to be bound by such
provisions.

                  The payment of the principal of and any premium and interest
on all Securities (including, but not limited to, the redemption price with
respect to the Securities called for redemption in accordance with Article 11)
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and subject in right of payment to the prior payment in full of
all Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter incurred.

                  No provision of this Article 15 shall prevent the occurrence
of any default or Event of Default hereunder.

SECTION 15.2   PAYMENTS TO HOLDERS.

                  No payment shall be made with respect to the principal of or
any premium or interest on the Securities (including, but not limited to, the
redemption price with respect to the Securities to be called for redemption in
accordance with Article 11), except payments and distributions made by the
Trustee as permitted by the first or second paragraph of Section 15.5, if:

                  (i) a default in the payment of principal, premium, interest,
                rent or other obligations due on any Senior Indebtedness occurs
                and is continuing (or, in the case of Senior Indebtedness for
                which there is a period of grace, in the event of such a default
                that continues beyond the period of grace, if any, specified in
                the instrument or lease evidencing such Senior Indebtedness),
                unless and until such default shall have been cured or waived or
                shall have ceased to exist; or

                  (ii) a default, other than a payment default, on a Designated
                Senior Indebtedness occurs and is continuing that then permits
                holders of such Designated Senior Indebtedness to accelerate its
                maturity and the Trustee receives a notice of the default (a
                "Payment Blockage Notice") from a Representative or the Company.

                  If the Trustee receives any Payment Blockage Notice pursuant
to clause (ii) above, no subsequent Payment Blockage Notice shall be effective
for purposes of

                                       87

this Section unless and until (A) at least 365 days shall have elapsed since
the initial effectiveness of the immediately prior Payment Blockage Notice,
and (B) all scheduled payments of principal, premium, if any, and interest on
the Securities that have come due have been paid in full in cash. No
nonpayment default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the Trustee shall be, or be made, the basis
for a subsequent Payment Blockage Notice.

                  The Company may and shall resume payments on and distributions
in respect of the Securities upon the earlier of:

                  (1) the date upon which the default is cured or waived or
ceases to exist; or

                  (2) in the case of a default referred to in clause (ii) above,
179 days pass after notice is received if the maturity of such Designated Senior
Indebtedness has not been accelerated,

unless this Article 15 otherwise prohibits the payment or distribution at the
time of such payment or distribution.

                  Upon any payment by the Company, or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors 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 cash or other payment
satisfactory to the holders of such Senior Indebtedness, or payment thereof in
accordance with its terms provided for in cash or other payment satisfactory to
the holders of such Senior Indebtedness, before any payment is made on account
of the principal of or any premium or interest on the Securities (except
payments made pursuant to Article 4 from monies deposited with the Trustee
pursuant thereto prior to commencement of proceedings for such dissolution,
winding-up, liquidation or reorganization); and upon any such dissolution or
winding- up or liquidation or reorganization of the Company or bankruptcy,
insolvency, receivership or other proceeding, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Securities or the Trustee
would be entitled, except for the provision of this Article 15, shall (except as
aforesaid) 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 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

                                       88

held by such holders, or as otherwise required by law or a court order) 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 cash or
other payment satisfactory to the holders of such Senior Indebtedness, after
giving effect to any concurrent payment or distribution to or for the holders
of Senior Indebtedness, before any payment or distribution or provision
therefor is made to the Holders of the Securities or to the Trustee.

                  For purposes of this Article 15, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 15 with respect
to the Securities to the payment of all Senior Indebtedness which may at the
time be outstanding; provided that (i) the Senior Indebtedness is assumed by the
new corporation, if any, resulting from any reorganization or readjustment and
(ii) the rights of the holders of Senior Indebtedness (other than leases which
are not assumed by the Company or the new corporation, as the case may be) are
not, without the consent of such holders, altered by such reorganization or
readjustment. 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 8 shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 15.2
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article 8.

                  In the event of the acceleration of the Securities because of
an Event of Default, no payment or distribution shall be made to the Trustee or
any Holder of Securities in respect of the principal of or any premium or
interest on the Securities (including, but not limited to, the redemption price
with respect to the Securities called for redemption in accordance with Article
11), except payments and distributions made by the Trustee as permitted by the
first or second paragraph of Section 15.5, until all Senior Indebtedness has
been paid in full in cash or other payment satisfactory to the holders of Senior
Indebtedness or such acceleration is rescinded in accordance with the terms of
this Indenture. If payment of the Securities is accelerated because of an Event
of Default, the Company shall promptly notify holders of Senior Indebtedness of
the acceleration , unless there are no payment obligations of the Company
thereunder and all obligations thereunder to extend credit have been terminated
or expired.

                                       89

                  In the event that, notwithstanding the foregoing
provisions, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities (including, without
limitation, by way of setoff or otherwise), prohibited by the foregoing,
shall be received by the Trustee or the Holders of the Securities before all
Senior Indebtedness is paid in full in cash or other payment satisfactory to
the holders of such Senior Indebtedness, or provision is made for such
payment thereof in accordance with its terms in cash or other payment
satisfactory to the holders of such Senior Indebtedness, such payment or
distribution shall be held in trust for the benefit of and shall be paid over
or delivered to the holders of Senior Indebtedness 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, as calculated by the
Company, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash
or other payment satisfactory to the holders of such Senior Indebtedness,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness.

                  Nothing in this Section 15.2 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.7. This Section 15.2
shall be subject to the further provisions of Section 15.5.

SECTION 15.3   SUBROGATION OF SECURITIES.

                  Subject to the payment in full of all Senior Indebtedness,
the rights of the Holders of the Securities shall be subrogated to the extent
of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of this Article 15 (equally and
ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to other indebtedness of the Company to
substantially the same extent as the Securities are subordinated and is
entitled to like rights of subrogation) to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of and any premium and interest on the Securities shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of any cash, property or securities
to which the Holders of the Securities or the Trustee would be entitled
except for the provisions of this Article 15, and no payment over pursuant to
the provisions of this Article 15, to or for the benefit of the holders of
Senior Indebtedness by Holders of the Securities or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness,
and the Holders of the Securities, be deemed to be a payment by the Company
to or on account of the Senior Indebtedness; and no payments or distributions
of cash, property or securities to

                                       90

or for the benefit of the Holders of the Securities pursuant to the
subrogation provisions of this Article 15, which would otherwise have been
paid to the holders of Senior Indebtedness shall be deemed to be a payment by
the Company to or for the account of the Securities. It is understood that
the provisions of this Article 15 are and are intended solely for the
purposes of defining the relative rights of the Holders of the Securities, on
the one hand, and the holders of the Senior Indebtedness, on the other hand.

                  Nothing contained in this Article 15 or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of and any
premium and interest on the Securities as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the Holders of the Securities and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 15 of the holders
of Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 15, the Trustee, subject to the provisions of
Section 6.1, and the Holders of the Securities shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which such
bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of the Securities, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon and all other facts pertinent thereto or to
this Article 15.

SECTION 15.4   AUTHORIZATION TO EFFECT SUBORDINATION.

                  Each Holder of a Security by the Holder's acceptance thereof
authorizes and directs the Trustee on the Holder's behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article 15 and appoints the Trustee to act as the Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 5.3 hereof at least 30 days before the expiration of the time to file
such claim, the holders of any Senior Indebtedness or their representatives

                                       91

are hereby authorized to file an appropriate claim for and on behalf of the
Holders of the Securities.

SECTION 15.5   NOTICE TO TRUSTEE.

                  The Company shall give prompt written notice in the form of
an Officers' Certificate to a Responsible Officer of the Trustee and to any
paying agent of any fact known to the Company which would prohibit the making
of any payment of monies to or by the Trustee or any paying agent in respect
of the Securities pursuant to the provisions of this Article 15.
Notwithstanding the provisions of this Article 15 or any other provision 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
monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article 15, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof at the Corporate Trust
Office from the Company (in the form of an Officers' Certificate) or a
Representative or a holder or holders of Senior Indebtedness or from any
trustee thereof; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 6.1, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date not
fewer than two Business Days prior to the date upon which by the terms hereof
any such monies may become payable for any purpose (including, without
limitation, the payment of the principal of or any premium or interest on any
Security) the Trustee shall not have received, with respect to such monies,
the notice provided for in this Section 15.5, then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such monies 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.

                  Notwithstanding anything in this Article 15 to the contrary,
nothing shall prevent any payment by the Trustee to the Holders of monies
deposited with it pursuant to Section 4.1, and any such payment shall not be
subject to the provisions of Section 15.1 or Section 15.2.

                  The Trustee, subject to the provisions of Section 6.1, shall
be entitled to rely on the delivery to it of a written notice by a
Representative or a person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a Representative or a holder of Senior Indebtedness or
a trustee on behalf of any such holder or holders. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article 15, the Trustee may request
such person to furnish

                                       92

evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article 15, 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.

                                       93

SECTION 15.6   TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article 15 in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in Section 6.13 or elsewhere in this Indenture
shall deprive the Trustee of any of its rights as such holder.

                  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 15, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and,
subject to the provisions of Section 6.1, the Trustee shall not be liable to any
holder of Senior Indebtedness if it shall pay over or deliver to Holders of
Securities, the Company or any other person money or assets to which any holder
of Senior Indebtedness shall be entitled by virtue of this Article 15 or
otherwise.

SECTION 15.7   NO IMPAIRMENT OF SUBORDINATION.

                  No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may
have or otherwise be charged with.

SECTION 15.8   CERTAIN CONVERSIONS DEEMED PAYMENT.

                  For the purposes of this Article 15 only, (1) the issuance and
delivery of junior securities upon conversion of Securities in accordance with
Article 14 shall not be deemed to constitute a payment or distribution on
account of the principal of or any premium or interest on Securities or on
account of the purchase or other acquisition of Securities and (2) the payment,
issuance or delivery of cash (except in satisfaction of fractional shares
pursuant to Section 14.3), property or securities (other than junior securities)
upon conversion of a Security shall be deemed to constitute payment on account
of the principal of such Security. For the purposes of this Section 15.8, the
term "junior securities" means (a) shares of any stock of any class of the
Company or (b) securities of the Company which are subordinated in right of
payment to all Senior Indebtedness which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Securities

                                       94

are so subordinated as provided in this Article. Nothing contained in this
Article 15 or elsewhere in this Indenture or in the Securities is intended to
or shall impair, as among the Company, its creditors (other than holders of
Senior Indebtedness) and the Holders of Securities, the right, which is
absolute and unconditional, of the Holder of any Security to convert such
Security in accordance with Article 14.

SECTION 15.9   ARTICLE APPLICABLE TO PAYING AGENTS.

                  If at any time any Paying Agent (other than the Trustee) shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that the
first paragraph of Section 15.5 shall not apply to the Company or any Affiliate
of the Company if it or such Affiliate acts as Paying Agent.

SECTION 15.10   SENIOR INDEBTEDNESS ENTITLED TO RELY.

                  The holders of Senior Indebtedness (including, without
limitation, Designated Senior Indebtedness) shall have the right to rely upon
this Article 15, and no amendment or modification of the provisions contained
herein shall diminish the rights of such holders unless such holders shall have
agreed in writing thereto.

                                       95

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the day and year first above written.

                                        BLACK HILLS CORPORATION

                                        By:_________________________
                                           Name:
                                           Title:

                                        ATTEST:

                                        [_______________________],
                                            as Trustee

                                        By:_________________________
                                           Name:
                                           Title:

                                       96

                                                                    Exhibit 4.9

Number
NY ____                                                              Shares ___
                                                                SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

THIS CERTIFICATE IS TRANSFERABLE IN
NEW YORK, N.Y. OR MINNEAPOLIS, MN.

                                  COMMON STOCK

                             BLACK HILLS CORPORATION
                                                           CUSIP   092113  10  9
           (Incorporated Under the Laws of the State of South Dakota)

         This certifies that __________________ is the owner of _________fully
paid and non-assessable shares, having a par value of $1 per share, of the
common stock of Black Hills Corporation (hereinafter called the Corporation),
transferable on the books of the Corporation by the holder hereof in person or
by a duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to all the provisions of the Articles of Incorporation of
the Corporation and all amendments thereof, copies of which are on file with the
Transfer Agent, to all of which the holder, by acceptance hereof, assents. This
certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.

         WITNESS, the facsimile seal of the Corporation, and the signatures of
its duly authorized officers.

Dated
      --------------------------------

                                        ----------------------------------------
                                                Chairman and CEO

                                        ----------------------------------------
                                         Vice President-Controller and Corporate
                                                       Secretary
Countersigned and Registered:

By
   -----------------------------------
     Transfer Agent and Registrar
     Authorized Signature

                             BLACK HILLS CORPORATION

Notice: The Corporation will furnish to any shareholder upon request and without
charge, a full statement of the designations, preferences, limitations, and
relative rights of the shares of each class of stock authorized to be issued,
and a like full statement relative to any preferred or special class of stock in
series which the Corporation is or may be authorized to issue, or has issued, as
to the variations in the relative rights and preferences between the shares of
each such series so far as the same have been fixed and determined and the
authority of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship
          and not as tenants in common
TOD   transfer on death direction in event of owner's death,
      to person named on face

UNIF GIFT MIN ACT - _____as Custodian for ______
                   (Cust)                (Minor)
                   under Uniform Gifts to Minors
                        Act________
                            (State)

UNIF TRAN MIN ACT - _____ as Custodian for ______
                   (Cust)                 (Minor)
                   under Uniform Transfers to Minors
                           Act_______
                              (State)

       Additional abbreviations may also be used though not in the above list.

       FOR VALUE RECEIVED, ______________________ HEREBY SELL, ASSIGN AND
TRANSFER UNTO ____________________________SHARES OF THE STOCK REPRESENTED BY THE
WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
________________________ ATTORNEY, TO TRANSFER THE SAME ON THE BOOKS OF THE
WITHIN-NAMED CORPORATION, WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

         Dated               ----------------------------

                                             X
                                              ----------------------------------

NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT     X
ALTERATION OR ENLARGEMENT OR ANY CHANGE       ----------------------------------
WHATEVER.

                   Signature Guaranteed by   X
                                              ----------------------------------

                                              ALL GUARANTEES MUST BE MADE BY A
                                              FINANCIAL INSTITUTION (SUCH AS A
                                              BANK OR BROKER) WHICH IS A
                                              PARTICIPANT IN THE SECURITIES
                                              TRANSFER AGENTS MEDALLION
                                              PROGRAM ("STAMP"), THE NEW YORK
                                              STOCK EXCHANGE, INC. MEDALLION
                                              SIGNATURE PROGRAM ("MSP"), OR
                                              THE STOCK EXCHANGES MEDALLION
                                              PROGRAM ("SEMP") AND MUST
                                              NOT BE DATED. GUARANTEES BY A
                                              NOTARY PUBLIC ARE NOT ACCEPTABLE.

                                                                       Exhibit 5

          [Morrill Thomas Nooney & Braun, LLP Letterhead Appears Here]

                              December 26, 2000

Black Hills Corporation
625 Ninth Street
Rapid City, South Dakota  57701

       Re:     Black Hills Corporation
               Registration Statement on Form S-3

Gentlemen:

         We have acted as counsel for Black Hills Corporation, a South Dakota
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), for the registration of the sale from time to time of up
to $400,000,000 aggregate offering price of (i) debt securities of the
Company, which may be either senior debt securities (the "Senior Debt
Securities") or subordinated debt securities (the "Subordinated Debt
Securities" and together with the Senior Debt Securities, the "Debt
Securities"), (ii) shares of the Company's preferred stock, without par value
(the "Preferred Stock"), (iii) shares of the Company's common stock, par
value $1.00 per share (the "Common Stock"), and (iv) warrants representing
rights to purchase Debt Securities, Preferred Stock or Common Stock of the
Company ("Warrants" and together with the Debt Securities, Preferred Stock
and Common Stock, the "Securities"). The Securities will be sold or delivered
from time to time as set forth in the Registration Statement, any amendment
thereto, the prospectus contained therein (the "Prospectus") and supplements
to the Prospectus (the "Prospectus Supplements").

         We have examined (i) the Articles of Incorporation and Bylaws of the
Company, (ii) the Registration Statement, (iii) the form of Indenture
relating to the Senior Debt Securities (the "Senior Indenture") to be
executed by the Company and an indenture trustee to be selected by the
Company and filed as an exhibit to the Registration Statement, and (iv) the
form of Indenture relating to the Subordinated Debt Securities (the
"Subordinated Indenture") to be executed by the Company and an indenture
trustee to be selected by the Company and filed as an exhibit to the
Registration Statement. In addition, we have (a) examined such certificates
of public officials and of corporate officers and directors and such other
documents and matters as we have deemed necessary or appropriate, (b) relied
upon the accuracy of facts and information set forth in all such documents,
and (c) assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies, and the authenticity of the
originals from which all such copies were made.

         Based on the foregoing and subject to the qualifications and
limitations stated herein, we are of the opinion that:

Black Hills Corporation
December 26, 2000
Page 2

         1. The Senior Debt Securities proposed to be sold by the Company,
when (i) duly authorized by all necessary corporate action, (ii) the Senior
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, (iii) the Senior Indenture and any supplemental indenture in respect
of the Senior Debt Securities have been duly executed and delivered, (iv) the
terms of the Senior Debt Securities have been duly established in accordance
with the Senior Indenture and any applicable supplemental indenture relating
to the Senior Debt Securities, and (v) the Senior Debt Securities have been
duly executed and authenticated in accordance with the Senior Indenture and
any related supplemental indenture in respect of the Senior Debt Securities
and duly issued and delivered by the Company upon payment of the
consideration therefor in the manner contemplated in the Registration
Statement and any Prospectus Supplement relating thereto, will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms.

         2. The Subordinated Debt Securities proposed to be sold by the
Company, when (i) duly authorized by all necessary corporate action, (ii) the
Subordinated Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended, (iii) the Subordinated Indenture and any supplemental
indenture in respect of the Subordinated Debt Securities have been duly
executed and delivered, (iv) the terms of the Subordinated Debt Securities
have been duly established in accordance with the Subordinated Indenture and
any applicable supplemental indenture relating to the Subordinated Debt
Securities, and (v) the Subordinated Debt Securities have been duly executed
and authenticated in accordance with the Subordinated Indenture and any
related supplemental indenture in respect of the Subordinated Debt Securities
and duly issued and delivered by the Company upon payment of the
consideration therefor in the manner contemplated in the Registration
Statement and any Prospectus Supplement relating thereto, will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms.

         3. The shares of Preferred Stock proposed to be sold by the Company,
when (i) all necessary corporate action on the part of the Company has been
taken to authorize the issuance and sale of such series of Preferred Stock,
including the adoption of a Statement of Designation relating to the
Preferred Stock (a "Statement") and the filing of the Statement with the
Secretary of State of the State of South Dakota, and (ii) such shares of
Preferred Stock are issued and delivered upon payment of the consideration
therefor in the manner contemplated in the Registration Statement and any
Prospectus Supplement relating thereto or upon the conversion, exchange or
exercise of any other Security in accordance with the terms of such Security
or the instrument governing such Security providing for such conversion,
exchange or exercise, will be validly issued, fully paid and non-assessable.

         4. The shares of Common Stock proposed to be sold by the Company,
when (i) all necessary corporate action on the part of the Company has been
taken to authorize the issuance and sale of such shares of Common Stock, and
(ii) such shares of Common Stock are issued and delivered upon payment of the
consideration therefor (not less than the par value of the Common Stock) in
the manner contemplated in the Registration Statement and any Prospectus
Supplement relating thereto or upon the conversion, exchange or exercise of
any other Security in accordance

Black Hills Corporation
December 26, 2000
Page 3

with the terms of such Security or the instrument governing such Security
providing for such conversion, exchange or exercise, will be validly issued,
fully paid and non-assessable.

         5. The Warrants proposed to be sold by the Company, when (i) all
necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Warrants, (ii) the applicable warrant
agreement related to the Warrants has been duly authorized and validly executed
and delivered by the Company and the warrant agent appointed by the Company,
(iii) the Warrants or certificates representing the Warrants have been duly
executed and authenticated in accordance with the applicable warrant agreement,
and (iv) the Warrants are issued and delivered by the Company upon payment of
the consideration therefor in the manner contemplated in the Registration
Statement and any Prospectus Supplement relating thereto, will constitute valid
and binding obligations of the Company, enforceable in accordance with their
terms.

         Our opinions set forth in paragraphs 1, 2 and 5 above are subject to
the effects of bankruptcy, insolvency, reorganization, fraudulent transfer or
conveyance, moratorium or other similar laws now or hereinafter in effect
relating to or affecting the enforcement of creditors' rights generally and
by general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law).

         We are members of the bar of the State of South Dakota. Our opinion
expressed above is limited to the laws of the State of South Dakota and the
federal laws of the United States of America, and we do not express any
opinion herein concerning the laws of any other jurisdiction. To the extent
that the opinion expressed herein relates to matters governed by the laws of
the State of New York, we have assumed that the applicable law of the State
of New York is the same as the applicable law of the State of South Dakota in
all relevant respects.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
constituting a part of the Registration Statement under the caption "Legal
Opinions." In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

                                     Yours very truly,

                                     /s/ MORRILL THOMAS NOONEY & BRAUN, LLP

                                     MORRILL THOMAS NOONEY & BRAUN, LLP

EXHIBIT 12:  STATEMENTS REGARDING COMPUTATION OF RATIOS

RATIO OF EARNINGS TO FIXED CHARGES
                                                                                                                 NINE MONTHS
                                                                                                                    ENDED
                                                 1995         1996         1997         1998         1999         9/30/2000
                                                 ----         ----         ----         ----         ----         ----------
                                                                                                
EARNINGS:
PLUS:
a) Pre-tax income from continuing
operations before adjustment for
minority interest and earnings from
equity investees                                 36,327,000   43,830,000   46,685,000   37,516,000   50,921,000   42,057,000
b) fixed charges                                 14,195,000   13,942,000   14,123,000   14,707,000   15,460,000   19,886,000
c) amortization of capitalized interest                 -            -            -            -            -            -
d) distributed income of equity investees               -            -            -            -            -      3,133,000
e) share of loses of equity investees for
   which charges arising from guarantees
   are included in fixed charges                        -            -            -            -            -            -

LESS:
a) Interest capitalized                                 -            -            -            -      1,049,000      655,000
b) preference security dividend requirements
of consolidated subsidiaries                            -            -            -            -            -            -
c) minority interest in pre-tax income of subs
that have not incurred fixed charges                    -            -            -            -            -     10,276,000
                                                 ---------------------------------------------------------------------------

              (A) EARNINGS =                     50,522,000   57,772,000   60,808,000   52,223,000   65,332,000   54,145,000
                                                 ===========================================================================

FIXED CHARGES:
a) interest expensed and capitalized             13,995,598   13,713,177   13,894,177   14,491,036   15,289,326   19,761,591
b) amoritzed premiums, discounts and
capitalized expenses related to indebtedness        199,402      228,823      228,823      215,964      170,674      124,409
c) estimate of interest within rental expense           -            -            -            -            -            -
d) preference security dividend requirements            -            -            -            -            -            -
of consolidated subsidiaries
                                                 ---------------------------------------------------------------------------

              (B) FIXED CHARGES =                14,195,000   13,942,000   14,123,000   14,707,000   15,460,000   19,886,000
                                                 ===========================================================================

PREFERENCE SECURITY DIVIDEND:
a) dividend requirement                           N/A          N/A          N/A          N/A          N/A             37,000
b) effective tax rate
                                                                                                                        0.35

        (C) Pre-tax Earnings needed to
        cover dividend requirement                N/A          N/A          N/A          N/A          N/A             56,923
                                                  ==========================================================================

RATIO OF EARNINGS TO FIXED CHARGES:
                                                       3.56         4.14         4.31          3.55           4.23      2.72
                                                  ==========================================================================

RATIO OF EARNINGS TO FIXED CHARGES AND
     PREFERENCE DIVIDEND:                         N/A          N/A          N/A          N/A          N/A               2.71
                                                  ==========================================================================

                                                                  Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 2000
included in Black Hills Corporation's Form 10-K for the year ended December
31, 1999 and to all references to our Firm included in this registration
statement.

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
December 21, 2000