Hasbro Inc – ‘10-K405’ for 12/26/99 – EX-4

On:  Friday, 3/24/00   ·   For:  12/26/99   ·   Accession #:  46080-0-3   ·   File #:  1-06682   ·   Correction:  This Filing was Corrected by the SEC on 3/29/00. ®

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     10-K Document                                         38    189K 
 3: EX-4        Exhibit 4 (B)(Ii)                                      7±    33K 
 2: EX-4        Exhibit 4(B)(I)                                       79±   360K 
 4: EX-10       Exhibit 10 (Ff)                                        7±    35K 
 5: EX-10       Exhibit 10 (Ss)                                        9±    46K 
 6: EX-11       Statement re: Computation of Earnings Per Share        1      7K 
 7: EX-12       Statement re: Computation of Ratios                    1      6K 
 8: EX-13       Annual or Quarterly Report to Security Holders        41±   174K 
 9: EX-21       Subsidiaries of the Registrant                         2±     9K 
10: EX-23       Consent of Experts or Counsel                          1      8K 
11: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-4   —   Exhibit 4(B)(I)
Exhibit Table of Contents

                                                               Exhibit 4(b)(i)

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

HASBRO, INC.  

AND   

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,  

as Trustee  

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

Senior Debt Securities  
---------------   

Senior Debt Indenture   

Dated as of March 15, 2000  

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

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

TABLE OF CONTENTS 

                                                                        PAGE

PARTIES......................................................................1  

RECITALS OF THE COMPANY......................................................1  

ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS  
OF GENERAL APPLICATION  

    SECTION 1.01  Definitions..............................................1
    SECTION 1.02  Compliance Certificates and Opinions....................13
    SECTION 1.03  Form of Documents Delivered to Trustee..................14
    SECTION 1.04  Acts of Holders.........................................14
    SECTION 1.05  Notices, Etc., to Trustee and Company...................17
    SECTION 1.06  Notice to Holders; Waiver...............................17
    SECTION 1.07  Conflict with Trust Indenture Act.......................18
    SECTION 1.08  Effect of Headings and Table of Contents................18
    SECTION 1.09  Successors and Assigns..................................18
    SECTION 1.10  Separability Clause.....................................19
    SECTION 1.11  Benefits of Indenture...................................19
    SECTION 1.12  Governing Law...........................................19
    SECTION 1.13  Moneys of Different Currencies to Be Segregated.........19
    SECTION 1.14  Payment to Be in Proper Currency........................19
    SECTION 1.15  Counterparts............................................20
    SECTION 1.16  Legal Holidays..........................................20

ARTICLE II  

SECURITY FORMS  

    SECTION 2.01  Forms Generally.........................................21
    SECTION 2.02  Form of Trustee's Certificate of Authentication.........22
    SECTION 2.03  Securities in Global Form...............................22

ARTICLE III     

THE SECURITIES    

    SECTION 3.01  Amount Unlimited; Issuable in Series....................23
    SECTION 3.02  Denominations...........................................27
    SECTION 3.03  Execution, Authentication, Delivery and Dating..........28
    SECTION 3.04  Temporary Securities....................................31
    SECTION 3.05  Registration, Registration of Transfer and Exchange.....32
    SECTION 3.06  Mutilated, Destroyed, Lost and Stolen Securities........35
    SECTION 3.07  Payment of Interest; Interest Rights Preserved..........37
    SECTION 3.08  Persons Deemed Owners...................................39
    SECTION 3.09  Cancellation............................................39
    SECTION 3.10  Computation of Interest.................................40

ARTICLE IV  

CONVERSION OF SECURITIES  

    SECTION 4.01  Applicability of Article................................40
    SECTION 4.02  Exercise of Conversion Privilege........................41
    SECTION 4.03  Fractional Interests....................................43
    SECTION 4.04  Adjustment of Conversion Price..........................43
 SECTION 4.05  Continuation of Conversion Privilege in Case of Merger,
                   Consolidation or Sale of Assets........................48
    SECTION 4.06  Notices of Certain Events...............................50
    SECTION 4.07  Taxes on Conversion.....................................51
    SECTION 4.08  Company to Provide Stock................................51
    SECTION 4.09  Disclaimer of Responsibility for Certain Matters........52
SECTION 4.10  Return of Funds Deposited for Redemption of Converted 
                   Convertible Securities.................................53

ARTICLE V 

SATISFACTION, DISCHARGE AND DEFEASANCE  

    SECTION 5.01  Satisfaction and Discharge of Indenture.................53
    SECTION 5.02  Application of Trust Money..............................55
SECTION 5.03  Satisfaction, Discharge and Defeasance of Securities  
                   of Any Series..........................................55

ARTICLE VI  

REMEDIES  

    SECTION 6.01  Events of Default.......................................59
    SECTION 6.02  Acceleration of Maturity; Rescission and Annulment......61
SECTION 6.03  Collection of Indebtedness and Suits for              
                  Enforcement by Truste...................................62
SECTION 6.04  Trustee May Enforce Claims without Possession         
                  of Securities...........................................63
    SECTION 6.05  Trustee May File Proofs of Claim........................63
    SECTION 6.06  Application of Money Collected..........................64
    SECTION 6.07  Limitation on Suits.....................................64
    SECTION 6.08  Restoration of Rights and Remedies......................65
    SECTION 6.09  Rights and Remedies Cumulative..........................65
    SECTION 6.10  Delay or Omission Not Waiver............................66
    SECTION 6.11  Control by Holders......................................66
    SECTION 6.12  Waiver of Past Defaults.................................66
    SECTION 6.13  Waiver of Stay or Extension Laws........................67
    SECTION 6.14  Undertaking for Costs...................................67
    SECTION 6.15  Judgment Currency.......................................67

ARTICLE VII 

THE TRUSTEE 

    SECTION 7.01  Certain Rights of Trustee...............................69
    SECTION 7.02  Not Responsible for Recitals or Issuance of Securities..71
    SECTION 7.03  May Hold Securities.....................................71
    SECTION 7.04  Money Held in Trust.....................................71
    SECTION 7.05  Compensation and Reimbursement..........................71
    SECTION 7.06  Resignation and Removal; Appointment of Successor.......72
    SECTION 7.07  Acceptance of Appointment by Successor..................74
SECTION 7.08  Merger, Conversion, Consolidation or Succession to    
                  Business................................................75
    SECTION 7.09  Reports by Trustee......................................76
    SECTION 7.10  Corporate Trustee Required; Eligibility.................76
    SECTION 7.11  Notice of Events of Default.............................76
    SECTION 7.12  Disqualification; Conflicting Interests.................76

ARTICLE VIII  

CONSOLIDATION, MERGER OR SALE 

    SECTION 8.01  Consolidation, Merger or Sale...........................77
    SECTION 8.02  Successor Corporation to Be Substituted.................77
    SECTION 8.03  Securities to Be Secured in Certain Events..............78

ARTICLE IX  

SUPPLEMENTAL INDENTURES 

    SECTION 9.01  Supplemental Indentures without Consent of Holders......79
    SECTION 9.02  Supplemental Indentures with Consent of Holders.........81
    SECTION 9.03  Execution of Supplemental Indentures....................83
    SECTION 9.04  Effect of Supplemental Indentures.......................83
    SECTION 9.05  Conformity with Trust Indenture Act.....................83
    SECTION 9.06  Reference in Securities to Supplemental Indentures......83

ARTICLE X 

COVENANTS 

    SECTION 10.01  Payment of Principal, Premium and Interest.............84
    SECTION 10.02  Maintenance of Office or Agency........................84
    SECTION 10.03  Money for Securities Payments to Be Held in Trust......85
    SECTION 10.04  Maintenance of Properties and Corporate Existence......87
    SECTION 10.05  Statements as to Compliance............................87
    SECTION 10.06  Commission Reports.....................................88
    SECTION 10.07  Waiver of Covenant.....................................88
    SECTION 10.08  Additional Instruments and Acts........................88
    SECTION 10.09  Restriction on Creation of Liens.......................89
    SECTION 10.10  Restrictions on Sale and Leaseback Transactions........90
    SECTION 10.11  Names and Addresses of Holders.........................91

ARTICLE XI  

REDEMPTION OF SECURITIES  

    SECTION 11.01  Applicability of Article...............................92
    SECTION 11.02  Election to Redeem; Notice to Trustee..................92
    SECTION 11.03  Selection by Trustee of Securities to Be Redeemed......92
    SECTION 11.04  Notice of Redemption...................................93
    SECTION 11.05  Deposit of Redemption Price............................94
    SECTION 11.06  Securities Payable on Redemption Date..................94
    SECTION 11.07  Securities Redeemed in Part............................95

ARTICLE XII 

SINKING FUNDS 

    SECTION 12.01  Applicability of Article...............................96
    SECTION 12.02  Satisfaction of Sinking Fund Payments with Securities..96
    SECTION 12.03  Redemption of Securities for Sinking Fund..............96

      INDENTURE, dated as of March 15, 2000, between HASBRO, INC., a
corporation duly organized and existing under the laws of the State of          
Rhode Island (herein called the "Company"), having its principal office at      
Pawtucket, Rhode Island, and The Bank of Nova Scotia Trust Company of New       
York (herein called the "Trustee").                                             

RECITALS OF THE COMPANY           

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:              

    For and 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 any series thereof, as follows:                                

ARTICLE I           

DEFINITIONS AND OTHER PROVISIONS            
OF GENERAL APPLICATION            

SECTION  1.01  Definitions.                                                     

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

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

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

      (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted     
accounting principles as in effect on June 1, 1998 or, as to any    
computation required or permitted pursuant to, and relating to any  
 covenant of the Company contained in, any Board Resolution, Officers'
Certificate or executed supplemental indenture establishing any     
series of Securities, such computation shall be made and such       
covenant shall be construed in accordance with generally accepted   
accounting principles as are generally accepted at the date of such 
Board Resolution, Officers' Certificate or executed supplemental    
indenture (unless otherwise provided therein or except as otherwise 
provided herein or in any further Board Resolution, Officers'       
Certificate or executed supplemental indenture); and                

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

       Certain terms, used principally in Article Four, are defined in
that Article.                                                                   

    "Act," when used with respect to any Holder, has the meaning
specified in Section 1.04.                                                      

  "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.                                          

"Attributable Debt" in respect of a Sale and Leaseback  
Transaction means, as of any particular time, the present value (discounted     
at the rate of interest implicit in the terms of the lease involved in such     
Sale and Leaseback Transaction, as determined in good faith by the Board of     
Directors) of the obligation of the lessee thereunder for rental payments       
(excluding, however, any amounts required to be paid by such lessee,            
whether or not designated as rent or additional rent, on account of             
maintenance and repairs, insurance, taxes, assessments, water rates or          
similar charges or any amounts required to be paid by such lessee               
thereunder contingent upon the amount of sales, maintenance and repairs,        
insurance, taxes, assessments, water rates or similar charges) during the       
remaining term of such lease (including any period for which such lease has     
been extended or may, at the option of the lessor, be extended).                

       "Authorized Newspaper" means a newspaper of general circulation
in the place of publication (which, in the case of the City of New York,        
will, if practicable, be The Wall Street Journal (Eastern Edition), in the      
case of the United Kingdom, will, if practicable, be The Financial Times        
(London Edition) and, in the case of Luxembourg, will, if practicable, be       
the Luxembourg Wort), printed in the official language of the country of        
publication and customarily published on each Business Day, whether or not      
published on Saturdays, Sundays or holidays. Whenever successive weekly         
publications in an Authorized Newspaper are authorized or required              
hereunder, they may be made (unless otherwise expressly provided herein) on     
the same or different days of the week and in the same or different             
Authorized Newspapers. If it shall be impractical, in the opinion of the        
Trustee, to make any publication of any notice required hereby in an            
Authorized Newspaper, any publication or other notice in lieu thereof which     
is made or given with the approval of the Trustee shall constitute a            
sufficient publication of such notice.                                          

  "Bearer Security" means any Security in the form of bearer
securities established pursuant to Section 2.01 which is payable to bearer      
and is not a Registered Security.                                               

       "Board of Directors" means either the Board of Directors of the
Company, the executive committee of the Board of Directors or any other         
duly authorized committee of the Board of Directors.                            

    "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.                       

     "Book-Entry Security" means a security evidencing all or part
of a series of Securities, issued to the Depositary for such series of          
Securities in accordance with Section 3.03, and bearing the legend              
prescribed in Section 3.03.                                                     

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

       "Capital Lease" means any lease obligation of a Person incurred
with respect to assets acquired or leased by such Person which is required      
to be capitalized in accordance with generally accepted accounting              
principles. A Capital Lease shall be deemed incurred at the time a binding      
commitment to lease the subject asset shall become effective.                   

    "Capital Lease Obligation" means Indebtedness represented by
obligations under a Capital Lease.                                              

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

 "Common Stock" means the common stock, par value $.50 per
share, of the Company, as authorized on the date of the execution of this       
instrument or as such common stock may be constituted in one or more            
classes from time to time thereafter.                                           

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

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

      "Consolidated Net Tangible Assets" means, as determined at any
time, the aggregate amount of assets included on a consolidated balance         
sheet of the Company and its Subsidiaries, less applicable reserves and         
after deducting therefrom (a) all current liabilities of the Company and        
its Subsidiaries and (b) the total of the net book values of all assets of      
the Company and its Subsidiaries properly classified as intangible assets       
under generally accepted accounting principles, in each case as of the end      
of the last fiscal quarter for which financial information is available at      
the time of such calculation.                                                   

      "Conversion Agent" shall have the meaning set forth in Section
10.02.                                                                          

      "Conversion Price" shall have the meaning set forth in Section
4.01.                                                                           

"Convertible Securities" means Securities designated as 
convertible into Common Stock or cash in lieu thereof (in accordance with       
Article Four) pursuant to Section 3.01.                                         

   "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be              
administered except that with respect to the presentation of Securities for     
payment or for registration of transfer or exchange, such term shall mean       
the office or agency of the Trustee in the Borough of Manhattan, the City       
of New York at which at any particular time its corporate trust business        
shall also be conducted.                                                        

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

       "Defaulted Interest" has the meaning specified in Section 3.07.

 "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in global form, including         
Book-Entry Securities, the Person designated as Depositary by the Company       
pursuant to Section 3.01 until a successor Depositary shall have become         
such pursuant to the applicable provisions of this Indenture, and               
thereafter "Depositary" shall mean or include each Person who is then a         
Depositary hereunder, and if at any time there is more than one such person     
"Depositary" shall mean or include each Person who is then a Depositary         
hereunder, and if at any time there is more than one such person                
"Depositary" shall be a collective reference to such Persons. "Depositary"      
as used with respect to the debt securities of any such series shall mean       
the Depositary with respect to the debt securities of that series.              

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

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

     "Event of Default" has the meaning specified in Section 6.01.

  "Ex-Dividend Time" means the time immediately prior to the
commencement of "ex-dividend" trading for the Common Stock on the American      
Stock Exchange or such other national or regional exchange or market on         
which the Common Stock is then listed or quoted.                                

  "Extraordinary Cash Dividend" means any cash dividend with
respect to the Common Stock the amount of which, together with the              
aggregate amount of cash dividends on the Common Stock to be aggregated         
with such cash dividend in accordance with the provisions of this               
paragraph, equals or exceeds the threshold percentages set forth below:         

       If, upon the date prior to the Ex-Dividend Time with respect to
a cash dividend on the Common Stock, the aggregate amount of such   
cash dividend together with the amounts of all cash dividends on the
Common Stock with Ex-Dividend Time occurring in the 365 consecutive 
day period ending on the date prior to the Ex-Dividend Time with    
 respect to the cash dividend to which this provision is being applied
equals or exceeds on a per share basis 25 percent of the average of 
the Sale Prices during the period beginning on the date after the   
first such Ex-Dividend Time in such period and ending on the date   
prior to the Ex-Dividend Time with respect to the cash dividend to  
which this provision is being applied (except that if no other cash 
dividend has had an Ex-Dividend Time occurring in such period, the  
period for calculating the average of the Sale Prices shall be the  
period commencing 365 days prior to the date prior to the Ex-       
Dividend Time with respect to the cash dividend to which this       
provision is being applied), such cash dividend together with each  
other cash dividend with an Ex-Dividend Time occurring in such 365- 
day period shall be deemed to be an Extraordinary Cash Dividend. In 
determining the amount of Extraordinary Cash Dividends for purposes 
of making adjustments required by Section 4.04, no adjustment shall 
be made for cash dividends for which a prior adjustment in the      
Conversion Rate was previously made.                                

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

       "Funded Debt" means all indebtedness which by its terms matures
more than 12 months after the time of the computation of the amount thereof     
or which is extendible or renewable at the option of the obligor on such        
indebtedness to a time more than 12 months after the time of the                
computation of the amount thereof or which is classified, in accordance         
with generally accepted accounting principles, on a corporation's balance       
sheet as long-term debt.                                                        

       "Holder" means, with respect to a Registered Security, a Person
in whose name a Security is registered in the Security Register and, with       
respect to a Bearer Security (or any temporary global Security), and/or         
Coupons, the bearer thereof.                                                    

    "Indebtedness" means (a) any liability of any Person (i) for
borrowed money, (ii) evidenced by a note, debenture or similar instrument       
(including an obligation with or without recourse) issued in connection         
with the acquisition (whether by way of purchase, merger, consolidation or      
otherwise) of any business, real property or other assets (other than           
inventory or similar property acquired in the ordinary course of business)      
or (iii) for the payment of money relating to a Capital Lease Obligation;       
(b) any liability of others described in the preceding clause (a) which the     
Person has guaranteed or which is otherwise its legal liability and (c) any     
amendment, renewal, extension or refunding of any such liability.               

      "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more              
indentures supplemental hereto entered into pursuant to the applicable          
provisions hereof and shall include the terms of particular series of           
Securities established as contemplated by Section 3.01.                         

"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.                                                                       

     "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,         
mandatory repurchase or otherwise.                                              

     "New York Business Day" means each weekday which is not a day
on which commercial banking institutions in the City of New York are            
authorized or obligated by law to close.                                        

 "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the Vice Chairman, the President, or an Executive        
Vice President, and by the Controller, the Treasurer, an Assistant              
Treasurer, the Secretary or an Assistant Secretary, of the Company, and         
delivered to the Trustee.                                                       

    "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, 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 6.02.                                                                

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

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

             (ii) Securities for whose payment or redemption (a) 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 as contemplated by Section     
5.01 or (b) U.S. Government Obligations or Foreign Government Securities as     
contemplated by and defined in Section 5.03 in the necessary amount have        
been theretofore deposited with the Trustee in trust for the holders of         
such Securities in accordance with Section 5.03; provided that, if such         
Securities are to be redeemed, notice of such redemption has been duly          
given pursuant to this Indenture or provisions therefor satisfactory to the     
Trustee has been made; and                                                      

             (iii) Securities which have been paid pursuant to Section
3.06 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 any     
request, demand, authorization, direction, notice, consent or waiver            
hereunder, the principal amount of any Original Issue Discount Securities       
that shall be deemed to be Outstanding for such purposes shall be the           
amount of the principal thereof that would be due and payable as of the         
date of such determination upon a declaration of acceleration of the            
maturity thereof pursuant to Section 6.02, the principal amount of a            
Security denominated in a Foreign Currency or Currencies shall be deemed to     
be that amount of Dollars that could be obtained for such principal amount      
on the basis of the spot rate of exchange for such Foreign Currency or such     
currency unit as determined by the Company or by an authorized exchange         
rate agent, and Securities owned by the Company or any other obligor upon       
the Securities or any Affiliate of the Company or of such other obligor         
shall be disregarded and deemed not to be Outstanding, except that, in          
determining whether the Trustee shall be protected in relying upon any such     
request, demand, authorization, direction, notice, consent or waiver, only      
Securities which a Responsible Officer of 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 (and premium, if any) or interest on any Securities on     
behalf of the Company.                                                          

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

       "Place of Payment," when used with respect to the Securities of
any series, means the place or places where the principal of (and premium,      
if any) and interest on the Securities of that series are payable as            
specified as contemplated by Section 3.01.                                      

     "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 3.06 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.                                                             

       "Principal Property" means any real property, any manufacturing
plant, warehouse, office building or other physical facility or other like      
depreciable physical asset of the Company or of any Subsidiary whether          
owned on the date hereof or hereafter acquired having a net book value at       
the time of determination in excess of the greater of five percent of           
Consolidated Net Tangible Assets or $50 million, other than, in each case,      
any of the same which in the good faith opinion of the Board of Directors       
is not of material importance to the total business conducted by the            
Company and its Subsidiaries, as a whole.                                       

       "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this       
Indenture.                                                                      

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

"Registered Security" means any Security in the form of 
Registered Securities established pursuant to Section 2.01 which is             
registered in the Security Register.                                            

      "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 3.01.                                   

      "Required Currency" has the meaning specified in Section 1.14.

     "Responsible Officer," when used with respect to the Trustee,
means any officer in the corporate trust administration division of the         
Trustee or any other officer of the Trustee customarily performing              
functions similar to those performed by any of the above designated             
officers and also means, with respect to a particular corporate trust           
matter, any other officer to whom such matter is referred because of his        
knowledge of and familiarity with the particular subject.                       

       "Sale and Leaseback Transaction" means any arrangement with any
Person providing for the leasing or use by the Company or any Subsidiary of     
any Principal Property, whether owned at the date of this Indenture or          
thereafter acquired (except for temporary leases of a term, including any       
renewal period, of not more than three years), which Principal Property has     
been or is to be sold or transferred by the Company or a Subsidiary to a        
Person with an intention of taking back a lease of such Property.               

    "Sale Price" means, for any given day, the last reported per
share sale price (or, if no sale price is reported, the average of the bid      
and ask prices or, if more than one in either case, the average of the          
average bid and average ask prices) on such day of the Common Stock on the      
American Stock Exchange or, in the event shares of common Stock are not         
listed on the American Stock Exchange, such other national or regional          
securities exchange upon which the Common Stock is listed, or, if the           
shares of Common Stock are not listed on a national or regional securities      
exchange, as quoted on the National Association of Securities Dealers           
Automated Quotation System or by the National Quotation Bureau                  
Incorporated. In the absence of one or more such quotations specified in        
the definition of Sale Price, the Company shall determine such price on the     
basis of such quotations as it deems appropriate.                               

   "Secured Debt" means indebtedness for money borrowed by the
Company or its Subsidiaries (other than indebtedness owed by a Subsidiary       
to the Company, by a Subsidiary to another Subsidiary or by the Company to      
a Subsidiary), which in any case is secured, whether by operation of law or     
otherwise, by a mortgage, security interest, pledge, lien or other              
encumbrance on Principal Property or on any shares of stock or evidences of     
indebtedness of a Subsidiary. If any amount of such indebtedness described      
in the parenthetical in the preceding sentence and held by the Company or a     
Subsidiary is transferred in any manner to any Person other than the            
Company or a Subsidiary, such amount shall be deemed to be Secured Debt         
issued on the date of transfer.                                                 

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

"Security Register" and "Security Registrar" have the   
respective meanings specified in Section 3.05.                                  

   "Significant Subsidiary" shall have the meaning ascribed to
such term in Rule 1-02 of Regulation S-X of the Commission, as in effect on     
June 1, 1998.                                                                   

       "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.07.                     

    "Stated Maturity," when used with respect to any Security or
Coupon 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 Coupon or such installment of principal or        
interest is due and payable.                                                    

       "Subsidiary" means any corporation of which the Company, or the
Company and one or more Subsidiaries, or any one or more Subsidiaries,          
directly or indirectly own a majority (by number of votes) of the               
outstanding voting securities having voting power under ordinary                
circumstances to elect the directors of such corporation.                       

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

       "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed,      
except as provided in Section 9.05.                                             

      "Vice President," when used with respect to the Company, 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 1.02 Compliance Certificates and Opinions.                              

     Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall     
furnish to the Trustee an Officers' Certificate stating that all conditions     
precedent, if any, provided for in this Indenture relating to the proposed      
action have been complied with and an Opinion of Counsel stating that in        
the opinion of such counsel all such conditions precedent, if any, have         
been complied with, except that in the case of any such application or          
request as to which the furnishing of such documents is specifically            
required by any provision of this Indenture relating to such particular         
application or request, no additional certificate or opinion need be            
furnished.                                                                      

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

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

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

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

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

SECTION 1.03 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 any such Person may certify or give an opinion as to        
such matters in one or several documents.                                       

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

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

SECTION 1.04 Acts of Holders.                                                   

  (1) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or       
taken by Holders may be embodied in and evidenced by one ore 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 a Responsible Officer of the Trustee and,       
where it is hereby expressly required, to the Company. Such instrument or       
instruments (and the action embodied therein and evidenced thereby) are         
herein sometimes referred to as the "Act" of the Holders signing such           
instrument or instruments. 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 7.01) conclusive in favor of the         
Trustee and the Company, if made in the manner provided in this Section.        

   (2) The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which the     
Trustee deems sufficient.                                                       

(3) The principal amount and serial numbers of Bearer   
Securities held by any Person, and the date of his holding the same, may be     
proved by the production of such Bearer Securities or by a certificate          
executed by any trust company, bank, banker or other depositary, wherever       
situated, if such certificate shall be deemed by the Trustee to be              
satisfactory, showing that at the date therein mentioned such Person had on     
deposit with such depositary, or exhibited to it, the Bearer Securities         
therein described; or such facts may be proved by the certificate or            
affidavit of the Person holding such Bearer Securities, if such certificate     
or affidavit is deemed by the Trustee to be satisfactory. The Trustee and       
the Company may assume that such ownership of any Bearer Security continues     
until (i) another certificate or affidavit bearing a later date issued in       
respect of the same Bearer Security is produced, (ii) such Bearer Security      
is produced to the Trustee by some other Person, (iii) such Bearer Security     
is surrendered in exchange for a Registered Security or (iv) such Bearer        
Security is no longer Outstanding.                                              

    (4) The fact and date of execution of any such instrument or
writing pursuant to clause (c) above, the authority of the Person executing     
the same and the principal amount and serial numbers of Bearer Securities       
held by the Person so executing such instrument or writing and the date of      
holding the same may also be proved in any other reasonable manner which        
the Trustee deems sufficient; and the Trustee may in any instance require       
further proof with respect to any of the matters referred to in this            
clause.                                                                         

           (5)   The ownership of Registered Securities shall be proved by the
Security Register.                                                              

  (6) 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.                                         

     (7) Whenever for purposes of any Act to be taken hereunder by
the Holders of a series of Securities denominated in a Foreign Currency (or     
any currency unit), the principal amount of Securities is required to be        
determined, the aggregate principal amount of such Securities shall be          
deemed to be that amount of Dollars that could be obtained for such             
principal amount on the basis of the spot rate of exchange for such Foreign     
Currency or such currency unit as determined by the Company or by an            
authorized exchange rate agent and evidenced to the Trustee by an Officers'     
Certificate as of the date taking of such Act by the Holders of the             
requisite percentage in principal amount of the Securities is evidenced to      
the Trustee. An exchange rate agent may be authorized in advance or from        
time to time by the Company, and may be the Trustee or its Affiliate. Any       
such determination by the Company or by any such exchange rate agent shall      
be conclusive and binding on all Holders, the Company and the Trustee, and      
neither the Company nor any such exchange rate agent shall be liable            
therefor in the absence of bad faith. The Trustee, unless it is serving as      
exchange rate agent, shall have no duty to determine or confirm such            
calculation, and may conclusively rely on the aforementioned Officers'          
Certificate.                                                                    

      (8) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the     
Company may, at its option, by or pursuant to a Board Resolution, fix in        
advance a record date for the determination of Holders entitled to give         
such request, waiver or other Act, but the Company shall have no obligation     
to do so. If such a record date is fixed, such request, demand,                 
authorization, direction, notice, consent, waiver or other Act may be given     
before or after such record date, but only the Holders of record at the         
close of business on such record date shall be deemed to be Holders for the     
purposes of determining whether Holders of the requisite proportion of          
Outstanding Securities have authorized or agreed or consented to such           
request, demand, authorization, direction, notice, consent, waiver or other     
Act, and for that purpose the Outstanding Securities shall be computed as       
of such record date; provided that no such authorization, agreement or          
consent by the Holders on such record date shall be deemed effective unless     
it shall become effective pursuant to the provisions of this Indenture not      
later than six months after the record date.                                    

SECTION 1.05   Notices, Etc., to Trustee and Company.                           

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

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed       
in writing to or with the Trustee at its Corporate Trust Office, 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 1027 Newport Avenue, Pawtucket, Rhode Island         
02861 or at any other address previously furnished in writing to the            
Trustee by the Company.                                                         

SECTION 1.06 Notice to Holders; Waiver.                                         

  Where this Indenture provides for notice to Holders of any
event, (i) if any of the Securities affected by such event are Registered       
Securities, such notice to the Holders thereof shall be sufficiently given      
(unless otherwise herein expressly provided) if in writing and mailed,          
first-class postage prepaid, at such Holder's address as it appears in the      
Security Register, within the time prescribed for the giving of such notice     
and (ii) if any of the Securities affected by such event are Bearer             
Securities, notice to the Holders thereof shall be sufficiently given           
(unless otherwise herein or in the terms of such Bearer Securities              
expressly provided) if published once in an Authorized Newspaper in the         
Borough of Manhattan, the City of New York, New York, and in such other         
city or cities, if any, as may be specified in such Securities and, if the      
Securities of such series are listed on any stock exchange outside the          
United States, in any place at which such Securities are listed on a            
securities exchange to the extent that such securities exchange so              
requires, and mailed to such Persons whose names and addresses were             
previously filed with the Trustee, within the time prescribed for giving        
such notice. In any case where notice to Holders is given by mail, neither      
the failure to mail such notice, nor any defect in any notice so mailed, to     
any particular Holder shall affect the sufficiency of such notice with          
respect to other Holders. If it is impossible, or in the opinion of the         
Trustee, impracticable to give any notice by publication in the manner          
herein required, then such publication in lieu thereof as shall be made         
with the approval of the Trustee shall constitute a sufficient publication      
of such notice.                                                                 

      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      
as provided above, then such notification as shall be made with the             
approval of the Trustee shall constitute a sufficient notification for          
every purpose hereunder.                                                        

    Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such          
notice, either before or after the event, and such waiver shall be the          
equivalent of such notice. Waivers of notice by Holders shall be filed with     
the Trustee, but such filing shall not be a condition precedent to the          
validity of any action taken in reliance upon such waiver.                      

SECTION 1.07  Conflict with Trust Indenture Act.                                

       This Indenture is subject to the Trust Indenture Act and if any
provision hereof limits, qualifies or conflicts with another provision          
which is required or deemed to be included in this Indenture by any of the      
provisions of the Trust Indenture Act, such required or deemed provision        
shall control.                                                                  

SECTION 1.08 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 1.09 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, expressed 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.                                    

SECTION 1.12 Governing Law.                                                     

  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.                 

SECTION 1.13  Moneys of Different Currencies to Be Segregated.                  

       The Trustee shall segregate moneys, funds, and accounts held by
the Trustee hereunder in one currency (or unit thereof) from any moneys,        
funds or accounts in any other currencies (or units thereof),                   
notwithstanding any provision herein which would otherwise permit the           
Trustee to commingle such amounts.                                              

SECTION 1.14 Payment to Be in Proper Currency.                                  

    The following provisions of this Section 1.14 shall apply to
the extent permitted by applicable law: In the case of any Security payable     
in any particular currency or currency unit (the "Required Currency"),          
except as otherwise provided herein, therein or in or pursuant to the           
related Board Resolution or supplemental indenture or as contemplated by        
Section 3.01, the obligation of the Company to make any payment of              
principal, premium or interest thereon shall not be discharged or satisfied     
by any tender by the Company, or recovery by the Trustee, in any currency       
or currency unit other than the Required Currency, except to the extent         
that such tender or recovery shall result in the Trustee timely holding the     
full amount of the Required Currency then due and payable. If any such          
tender or recovery is made in other than the Required Currency, the Trustee     
may, but shall not be obligated to, take such actions as it considers           
appropriate to exchange such other currency or currency unit for the            
Required Currency. The costs and risks of any such exchange, including          
without limitation the risks of delay and exchange rate fluctuation, shall      
be borne by the Company, the Company shall remain fully liable for any          
shortfall or delinquency in the full amount of the Required Currency then       
due and payable and in no circumstances shall the Trustee be liable             
therefor. The Company hereby waives any defense of payment based upon any       
such tender or recovery which is not in the Required Currency, or which,        
when exchanged for the Required Currency by the Trustee, is less than the       
full amount of Required Currency then due and payable.                          

SECTION 1.15  Counterparts.                                                     

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

SECTION 1.16 Legal Holidays.                                                    

     In any case where any Interest Payment Date, Redemption Date,
repurchase date or Maturity of any Security or any date on which any            
Defaulted Interest is proposed to be paid shall not be a Business Day at        
any Place of Payment, then (notwithstanding any other provision of this         
Indenture or the Securities) payment of interest or principal (and premium,     
if any) need not be made at such Place of Payment on such date, but may be      
made on the next succeeding Business Day at such Place of Payment with the      
same force and effect as if made on the nominal date of such Interest           
Payment Date or Redemption Date, Maturity, or on the date on which              
Defaulted Interest is proposed to be paid, and no interest shall accrue for     
the period from and after such Interest Payment Date, Redemption Date,          
repurchase date, Maturity or date on which Defaulted Interest is proposed       
to be paid, as the case may be.                                                 

ARTICLE II            

SECURITY FORMS            

SECTION 2.01 Forms Generally.                                                   

    The Securities of each series and the Coupons, if any, to be
attached thereto shall be in substantially such form as shall be                
established pursuant to Section 3.01 by or pursuant to one or more Board        
Resolutions or Officers' Certificates 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 as may,         
consistently herewith, be determined by the officers executing such             
Securities and Coupons, if any, as evidenced by their execution of the          
Securities and Coupons, if any. If temporary Securities of any series are       
issued in global form as permitted by Section 3.04, the form thereof also       
shall be established as provided in the preceding sentence. If the form of      
Securities and Coupons, if any, of any series are established by, or by         
action taken pursuant to, a Board Resolution, a copy of the Board               
Resolution together with an appropriate record of any such action taken         
pursuant thereto, including a copy of the approved form of Securities or        
Coupons, if any, shall be certified by the Secretary or any Assistant           
Secretary of the Company and delivered to the Trustee at or prior to the        
delivery of the Company Order contemplated by Section 3.03 for the              
authentication and delivery of such Securities.                                 

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

SECTION 2.02 Form of Trustee's Certificate of Authentication.                   

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

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

                 THE BANK OF NOVA SCOTIA
                   TRUST COMPANY OF NEWYORK,
    as Trustee

                                  By______________________________________
                                as Authorized Signatory"

SECTION 2.03 Securities in Global Form.                                         

     If Securities of a series are issuable in whole or in part in
global form, any such Security may provide that it shall represent the          
aggregate or specified amount of Outstanding Securities from time to time       
endorsed thereon and may also provide that the aggregate amount of              
Outstanding Securities represented thereby may from time to time be reduced     
to reflect exchanges. Any endorsement of a Security in global form to           
reflect the amount, or any increase or decrease in the amount, of               
Outstanding Securities represented thereby, shall be made in such manner        
and by such Person or Persons as shall be specified therein or in the           
Company Request to be delivered to the Trustee pursuant to Section 3.03 or      
Section 3.04.                                                                   

 Notwithstanding the provisions of Sections 2.01 and 3.07,
unless otherwise specified as contemplated by Section 3.01, payment of          
principal of and any premium and interest on any Security in permanent          
global form shall be made to the Person or Persons specified therein.           

    Notwithstanding the provisions of Section 3.08 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent     
of the Company and the Trustee shall treat a Person as the Holder of such       
principal amount of Outstanding Securities represented by a permanent           
global Security as shall be specified in a written statement of the Holder      
of such permanent global Security.                                              

     Any instructions by the Company with respect to a Security in
global form shall be in writing but need not comply with Section 3.14(c) of     
the Trust Indenture Act.                                                        

ARTICLE III           

THE SECURITIES            

SECTION 3.01  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 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 all other Securities);

            (2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered   
under this Indenture (except for Securities authenticated and       
 delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Sections 3.04,  
3.05, 3.06, 9.06 or 11.07);                                         

            (3) whether the Securities of the series are convertible
 into Common Stock, or cash in lieu thereof, and, if so, the terms and
 conditions upon which such conversion will be effected, including the
initial conversion price or conversion rate and other conversion    
provisions;                                                         

     (4) the date or dates on which the principal (and
premium, if any) of the Securities of the series is payable and/or  
the method by which such date or dates shall be determined;         

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

         (6) the Person to whom any interest on any Registered
 Securities 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 and the manner in which, or the Person to whom, any   
interest on any Bearer Securities of the series shall be payable if 
otherwise than upon presentation and surrender of the Coupons       
appertaining thereto as they severally mature;                      

       (7) the place or places where the principal of (and
premium, if any) and interest on the Securities of the series shall 
 be payable and the place or places where the Securities of the series
may be presented for transfer and, if applicable, conversion;       

         (8) the period or periods within which or the date or
dates on which, the price or prices at which and the terms and      
conditions upon which Securities of the series may be redeemed, in  
whole or in part, at the option of the Company, pursuant to any     
sinking fund or otherwise;                                          

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

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

       (11) if other than the principal amount thereof, the portion of
   the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to
 Section 6.02 or the method by which such portion shall be determined;

             (12) whether Securities of the series will be issuable as
Registered Securities, Bearer Securities or both, and the terms upon
 which Bearer Securities of the series may be exchanged for Registered
Securities of the series;                                           

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

     (14) if Bearer Securities of the series are to be
issuable, whether interest in respect of any portion of a temporary 
Bearer Security in global form (representing all of the Outstanding 
Bearer Securities of the series) payable in respect of any Interest 
Payment Date prior to the exchange of such temporary Bearer Security
 for definitive Securities of the series shall be paid to any clearing
organization with respect to the portion of such temporary Bearer   
Security held for its account and, in such event, the terms and     
conditions (including any certification requirements) upon which any
such interest payment received by a clearing organization will be   
 credited to the Persons entitled to interest payable on such Interest
Payment Date;                                                       

          (15) the currency of denomination of the Securities of
the series, the currency or currencies in which payment of the      
principal of (and premium, if any) and interest on the Securities of
the series will be made, and the currency or currencies (in addition
to Dollars), if any, in which payment of the principal of (and      
premium, if any) or the interest on Registered Securities, at the   
election of each of the Holders thereof, may also be payable which  
currencies may be in Dollars, any Foreign Currency or any composite 
currency, including but not limited to the ECU, and, if any such    
currency of denomination is a composite currency other than the ECU,
the agency or organization, if any, responsible for overseeing such 
composite currency;                                                 

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

         (17) if the payments of principal of (and premium, if
any) or the interest on the Securities of the series are to be made 
in a Foreign Currency other than the Foreign Currency in which such 
Securities are denominated, the manner in which the exchange rate   
with respect to such payments shall be determined;                  

             (18) any deletions from, modifications of or additions to
the Events of Default set forth in Section 6.01 or covenants of the 
Company set forth in Articles Eight or Ten pertaining to the        
Securities of the series;                                           

                 (19)   the form of the Securities and Coupons, if any, of the
series;                                                             

       (20) whether the Securities of such series shall be
issued in whole or in part in global form, including Book-Entry     
Securities, and the Depositary for such global Securities;          

              (21)   any Depositaries or paying agents, transfer agents,
    registrars or other agents with respect to the Securities of the series;

    (22)   the application, if any, of Section 5.03;

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

                (24)   the applicability of the seventh paragraph of Section
3.05.                                                               

    All Securities (including Coupons, if any) of any one series
shall be substantially identical except as to denomination and except as        
may otherwise be provided in or pursuant to such Board Resolution, such         
Officers' Certificate or 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 3.02 Denominations.                                                     

The Securities of each series shall be issuable in such 
denominations as shall be specified as contemplated by Section 3.01. In the     
absence of any such provisions with respect to the Securities of any            
series, the Securities of such series shall be issuable in denominations of     
$1,000 and any multiple thereof in the case of Registered Securities or in      
denominations of $5,000 in the case of Bearer Securities.                       

SECTION 3.03  Execution, Authentication, Delivery and Dating.                   

    The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Vice Chairman, its President, its Chief          
Financial Officer or one of its Executive Vice Presidents, under its            
corporate seal reproduced thereon attested by the signature of its              
Secretary or one of its Assistant Secretaries or its Treasurer or one of        
its Assistant Treasurers. The Coupons, if any, shall be executed on behalf      
of the Company by its Chairman of the Board, its Vice Chairman, its             
President, its Chief Financial Officer or one of its Executive Vice             
Presidents attested by its Secretary or any Assistant Secretary or its          
Treasurer or one of its Assistant Treasurers. The signature of any of these     
officers on the Securities (and Coupons, if any) may be manual or               
facsimile.                                                                      

Securities (and Coupons, if any) 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 (and Coupons, if any) or did     
not hold such offices at the date of such Securities (and Coupons, if any).     

 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities (with or         
without Coupons) 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 in or pursuant to one     
or more Board Resolutions as permitted by Sections 2.01 and 3.01, 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 shall be fully protected in           
relying upon any of the following:                                              

(1)   a Company Request;                    

          (2) any Board Resolution, Officers' Certificate and/or
executed supplemental indenture referred to in Sections 2.01 or 3.01 by or      
pursuant to which the form or forms and the terms of the Securities of such     
series and the Coupons, if any, appertaining thereto were established;          

                 (3) an Officers' Certificate either setting forth the form or
forms and the terms of the Securities of such series and the Coupons, if        
any, appertaining thereto or stating that such form or forms and terms have     
been established pursuant to Sections 2.01 or 3.01 and comply with this         
Indenture, and covering such other matters as the Trustee may reasonably        
request; and                                                                    

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

                   (a)   if established pursuant to a Board Resolution
as permitted by Section 2.01, the form of such Securities and Coupons, if       
any, have been established in conformity with the provisions of this            
Indenture;                                                                      

                      (b)   if established pursuant to a Board Resolution as
permitted by Section 3.01, the terms of such Securities and Coupons, if         
any, have been established in conformity with the provisions of this            
Indenture; and                                                                  

               (c)   such Securities and Coupons, if any, when
authenticated and delivered by the Trustee and issued by the Company in the     
manner and subject to any conditions specified in such Opinion of Counsel,      
will constitute valid and legally binding obligations of the Company,           
enforceable in accordance with their terms, subject to bankruptcy,              
insolvency, reorganization and other laws of general applicability relating     
to or affecting the enforcement of creditors' rights and to general equity      
principles.                                                                     

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

    The Trustee shall not be required to authenticate Securities
denominated in a coin or currency (or unit including a coin or currency)        
other than that of the United States if the Trustee reasonably determines       
that such Securities impose duties or obligations on the Trustee which the      
Trustee is not able or reasonably willing to accept; provided that the          
Trustee, upon a Company Request, will resign as Trustee with respect to         
Securities of any series as to which such a determination is made, prior to     
the issuance of such Securities, and will comply with the request of the        
Company to execute and deliver a supplemental indenture appointing a            
successor Trustee pursuant to Section 9.01.                                     

     If all of the Securities of a series are not to be originally
issued at the same time, then the documents required to be delivered            
pursuant to this Section 3.03 must be delivered only once, prior to the         
authentication and delivery of the first Security of such series (provided      
the Company Order for the authentication and delivery of such series of         
Securities authorizes the amount of such Securities to be subsequently          
issued).                                                                        

    If the Company shall establish pursuant to Section 3.01 that
the Securities of a series are to be issued in whole or in part in global       
form, then the Company shall execute and the Trustee shall, in accordance       
with this Section and the Company Order with respect to such series,            
authenticate and deliver one or more securities in global form that (i)         
shall represent and shall be denominated in an amount equal to the              
aggregate principal amount of the Outstanding Securities of such series to      
be represented by such global Security or Securities, (ii) shall be             
registered, if in registered form, in the name of the Depositary for such       
Book-Entry Security or Securities or the nominee of such Depositary, (iii)      
shall be delivered by the Trustee to such Depositary or pursuant to such        
Depositary's instruction and (iv) shall bear a legend substantially to the      
following effect: "Unless and until it is exchanged in whole or in part for     
Securities in certificated form, this Security may not be transferred           
except as a whole by the Depositary to a nominee of the Depositary or by a      
nominee of the Depositary to the Depositary or another nominee of the           
Depositary or by the Depositary or any such nominee to a successor              
Depositary or a nominee of such successor Depositary" or to such other          
effect as the Depositary and the Trustee may agree.                             

 Each Depositary designated pursuant to Section 3.01 for a
Book-Entry Security in registered form must, at the time of its designation     
and at all times while it serves as Depositary, be a clearing agency            
registered under the Securities Exchange Act of 1934, as amended, and any       
other applicable statute or regulation. The Trustee shall have no               
responsibility to determine if the Depositary is so registered. Each            
Depositary shall enter into an agreement with the Trustee governing their       
respective duties and rights with regard to Book-Entry Securities.              

    Each Security shall be dated the date of its authentication,
except that each Bearer Security, including any Bearer Security in global       
form, shall be dated as of the date specified as contemplated by Section        
3.01.                                                                           

       No Security or Coupon appertaining thereto 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 duly executed by the Trustee      
by manual signature of one of its authorized officers, and such certificate     
upon any Security shall be conclusive evidence, and the only evidence, that     
such Security has been duly authenticated and delivered hereunder and is        
entitled to the benefits of this Indenture. Except as permitted by Sections     
3.06 or 3.07, the Trustee shall not authenticate and deliver any Bearer         
Security unless all appurtenant coupons for interest then matured have been     
detached and cancelled.                                                         

SECTION 3.04 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 and form, with or           
without Coupons 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 conclusively evidenced by their execution of such Securities and             
Coupons, if any. Every temporary Security of any series shall be executed       
by the Company and authenticated by the Trustee upon the same conditions        
and in substantially the same manner, and with like effect, as the              
definitive Securities of such series.                                           

       Except in the case of temporary Securities in global form, each
of which shall be exchanged in accordance with the provisions thereof, if       
temporary Securities of any series are issued, the Company will cause           
definitive Securities of such 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 pursuant to Section          
10.02 in a Place of Payment for such series, without charge to the Holder.      
Upon surrender for cancellation of any one or more temporary Securities of      
any series (accompanied by any unmatured Coupons appertaining thereto), the     
Company shall execute and the Trustee shall authenticate and deliver in         
exchange therefor a like principal amount of definitive Securities of the       
same series of authorized denominations and of like tenor; provided,            
however, that no definitive Bearer Security shall be delivered in exchange      
for a temporary Registered Security; and provided, further, that no             
definitive Bearer Security shall be delivered in exchange for a temporary       
Bearer Security unless the Trustee shall have received from the person          
entitled to receive the definitive Bearer Security a certificate                
substantially in the form approved in the Board Resolutions relating            
thereto and such delivery shall occur only outside the United States. 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 except as otherwise specified as contemplated by      
Section 3.01 with respect to the payment of interest on Bearer Securities       
in temporary form.                                                              

SECTION 3.05 Registration, Registration of Transfer and Exchange.               

 The Company shall cause to be kept at the Corporate Trust
Office of the Trustee, for each series of Securities issuable as Registered     
Securities, a register (the register maintained in such office and in any       
other office or agency of the Company maintained pursuant to Section 10.02      
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          
Registered Securities of such series and of transfers of Registered             
Securities of such series. Said office or agency is hereby appointed            
"Security Registrar" for the purpose of registering Registered Securities       
and transfers of Registered Securities as herein provided.                      

     Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency maintained pursuant to           
Section 10.02 in a Place of Payment for that series, the Company shall          
execute, and the Trustee shall authenticate and deliver, in the name of the     
designated transferee or transferees, one or more new Registered Securities     
of the same series, of any authorized denominations and of a like aggregate     
principal amount.                                                               

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

    If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as              
Depositary for the Securities of such series or if at any time the              
Depositary for the Securities of such series shall no longer be eligible        
under Section 3.03, the Company shall appoint a successor Depositary with       
respect to the Securities of such series. If a successor Depositary for the     
Securities of such series is not appointed by the Company within 90 days        
after the issuer receives such notice or becomes aware of such                  
ineligibility, the Company's election pursuant to Section 3.01(21) shall no     
longer be effective with respect to the Securities of such series and the       
Company shall execute, and the Trustee, upon receipt of a Company Order for     
the authentication and delivery of certificated Securities of such series       
of like tenor, shall authenticate and deliver Securities of such series in      
certificated form in an aggregate principal amount equal to the principal       
amount of the Security or Securities in global form representing such           
series in exchange for such Security or Securities in global form.              

  Within 14 days after the occurrence of an Event of Default
specified in clause (1), (2) or (3) of Section 6.01 with respect to any         
series of the Securities if so specified pursuant to Section 3.01, the          
Company shall execute, and the Trustee upon receipt of a Company Order          
shall authenticate and deliver, in exchange for any Security of such series     
in global form, Securities of such series in certificated form in               
authorized denominations for an aggregate principal amount equal to the         
principal amount of such Security in global form.                               

The Company may at any time and in its sole discretion  
determine that the Securities of any series issued in the form of one or        
more global Securities shall no longer be represented by such global            
Security or Securities. In such event the Company shall execute, and the        
Trustee, upon receipt of a Company Order for the authentication and             
delivery of certificated Securities of such series of like tenor, shall         
authenticate and deliver, Securities of such series in certificated form        
and in an aggregate principal amount equal to the principal amount of the       
Security or Securities in global form representing such series in exchange      
for such Security or Securities in global form.                                 

 If specified by the Company pursuant to Section 3.01 with
respect to a series of Securities, the Depositary for such series of            
Securities may surrender a global Security of such series in exchange in        
whole or in part for Securities of such series in certificated form on such     
terms as are acceptable to the Company and such Depositary. Thereupon, the      
Company shall execute, and the Trustee shall authenticate and deliver,          
without service charge to the Depositary,                                       

         (1) to each Person specified by such Depositary a new
 certificated Security or Securities of the same series of like tenor,
of any authorized denomination as requested by such Person in       
 aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the global Security; and                     

        (2) to such Depositary a new global Security of like
tenor in a denomination equal to the difference, if any, between the
 principal amount of the surrendered global Security and the aggregate
principal amount of certificated Securities delivered to Holders    
thereof.                                                            

  In any exchange provided for in any of the preceding three
paragraphs, the Company shall execute and the Trustee shall authenticate        
and deliver Securities in certificated form in authorized denominations.        

Upon the exchange of a global Security for Securities in
certificated form, such global Security shall be cancelled by the Trustee.      
Unless expressly provided with respect to the Securities of any series that     
such Security may be exchanged for Bearer Securities, Securities issued in      
exchange for a Book-Entry Security pursuant to this Section shall be            
registered in such names and in such authorized denominations as the            
Depositary for such Book-Entry Security, pursuant to instructions from its      
direct or indirect participants or otherwise, shall instruct the Trustee.       
The Trustee shall deliver such Securities to the Persons in whose names         
such Securities are so registered.                                              

    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 Registered 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 his attorney duly             
authorized in writing.                                                          

No service charge shall be made to the Holder 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 Sections 3.04,      
9.06 or 11.06 not involving any transfer.                                       

    The Company shall not be required (i) to issue, register the
transfer of or exchange of Securities of any series for a period of 15 days     
before the selection of any Securities of that series selected for              
redemption, or (ii) to register the transfer of or exchange of any Security     
so selected for redemption in whole or in part, except the unredeemed           
portion of any Security being redeemed in part, (iii) to register the           
transfer of or exchange of any Security if the Holder thereof has exercised     
any right to require the Company to purchase such Security, in whole or in      
part, except any portion thereof not required to be so purchased, or (iv)       
to exchange any Bearer Security so selected for redemption except that such     
a Bearer Security any be exchanged for a Registered Security of that series     
and like tenor, provided that such Registered Security shall be                 
simultaneously surrendered for redemption.                                      

SECTION 3.06  Mutilated, Destroyed, Lost and Stolen Securities.                 

     If any mutilated Security or Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, the Company shall execute     
and the Trustee shall authenticate and deliver in exchange therefor a new       
Security with Coupons corresponding to the Coupons, if any, appertaining to     
the surrendered Security of the same series and of like tenor and principal     
amount and bearing a number not contemporaneously outstanding with Coupons      
corresponding to the Coupons, if any, appertaining to the surrendered           
Security.                                                                       

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

      In case any such mutilated, destroyed, lost or stolen Security
or Coupon has become or is about to become due and payable, the Company in      
its discretion may, instead of issuing a new Security or Coupon, pay such       
Security or Coupon; provided, however, that payment of principal of and any     
premium or interest on Bearer Securities shall, except as otherwise             
provided in Section 10.02, be payable only at an office or agency located       
outside the United States and, unless otherwise specified as contemplated       
by Section 3.01, any interest on Bearer Securities shall be payable only        
upon presentation and surrender of the coupons appertaining thereto.            

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

  Every new Security of any series with its Coupons, if any,
issued pursuant to this Section in lieu of any destroyed, lost or stolen        
Security, or in exchange for a Security to which a destroyed, lost or           
stolen Coupon appertains, shall constitute an original additional               
contractual obligation of the Company, whether or not the destroyed, lost       
or stolen Security and its Coupons, if any, or the destroyed, lost or           
stolen Coupon, shall be at any time enforceable by anyone, and shall be         
entitled to all the benefits of this Indenture equally and proportionately      
with any and all other Securities of that series and their Coupons, if any,     
duly issued hereunder.                                                          

       The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the        
replacement or payment of mutilated, destroyed, lost or stolen Securities       
or Coupons.                                                                     

SECTION 3.07  Payment of Interest; Interest Rights Preserved.                   

  Unless otherwise provided as contemplated by Section 3.01,
interest on any Registered Security which is payable, and is paid or duly       
provided for on any Interest Payment Date shall be paid to the Person in        
whose name that Security (or one or more Predecessor Securities) is             
registered at the close of business on the Regular Record Date for such         
interest.                                                                       

      Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest       
Payment Date (herein called "Defaulted Interest") shall forthwith cease to      
be payable to the Holder on the relevant Regular Record Date by virtue of       
having been such Holder, and such Defaulted Interest may be paid by the         
Company, at its election in each case, as provided in clause (1) or (2)         
below:                                                                          

  (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such        
series (or their respective Predecessor Securities) are registered at the       
close of business on a Special Record Date for the payment of such              
Defaulted Interest, which shall be fixed in the following manner. The           
Company shall notify the Trustee in writing of the amount of Defaulted          
Interest proposed to be paid on each Registered 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 ten days prior to the date of the proposed payment and        
not less than ten days after the receipt by the Trustee of the notice of        
the proposed payment. The Trustee shall promptly notify the Company of such     
Special Record Date and, in the name and at the expense of the Company,         
shall cause notice of the proposed payment of such Defaulted Interest and       
the Special Record Date therefor to be mailed, first-class postage prepaid,     
to each Holder of Registered Securities of such Series at his address as it     
appears in the Security Register, not less than ten 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 shall be deemed practicable by the Trustee.       

       At the option of the Company, interest on Registered Securities
of any series that bear interest may be paid (i) by mailing a check to the      
address of the person entitled thereto as such address shall appear in the      
Security Register or (ii) by wire transfer to an account maintained by the      
person entitled thereto as specified in the applicable Security Register.       

     Notwithstanding the above, except as otherwise specified with
respect to a series of Securities in accordance with the provisions of          
Section 3.01, a Holder of $10,000,000 or more in aggregate principal amount     
of Securities of the same series having the same Interest Payment Date          
shall be entitled to receive payments of interest by wire transfer of           
immediately available funds if appropriate wire transfer instructions have      
been received by the Trustee on or before the Regular Record Date               
immediately preceding the applicable Interest Payment Date.                     

 Subject to the foregoing provisions of this Section, each
Security or Coupon, if any, delivered under this Indenture upon                 
registration of transfer of or in exchange for or in lieu of any other          
Security or Coupon, if any, shall carry the rights to interest accrued and      
unpaid, and to accrue, which were carried by such other Security or Coupon.     

SECTION 3.08  Persons Deemed Owners.                                            

Prior to due presentment of a Registered Security for   
registration of transfer, the Company, the Trustee and any agent of the         
Company or the Trustee may treat the Person in whose name such Registered       
Security is registered as the owner of such Registered Security for the         
purpose of receiving payment of principal of (and premium, if any) and          
(subject to Section 3.07) interest on such Registered Security and for all      
other purposes whatsoever, whether or not such Registered Security be           
overdue, and neither the Company, the Trustee nor any agent of the Company      
or the Trustee shall be affected by notice to the contrary.                     

    The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any       
Coupon as the absolute owner of such Bearer Security or Coupon for the          
purpose of receiving payment thereof or on account thereof and for all          
other purposes whatsoever, whether or not such Bearer Security or Coupon be     
overdue, and neither the Company, the Trustee nor any agent of the Company      
or the Trustee shall be affected by notice to the contrary.                     

SECTION 3.09  Cancellation.                                                     

       All Securities and Coupons 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 for cancellation or, if surrendered to the             
Trustee, promptly cancelled 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 all Securities and Coupons so delivered shall be promptly       
cancelled by the Trustee. No Securities or Coupons shall be authenticated       
in lieu of or in exchange for any Securities or Coupons cancelled as            
provided in this Section, except as expressly permitted by this Indenture.      
All cancelled Securities and Coupons shall be destroyed by the Trustee and,     
if requested by the Company, a certificate evidencing such destruction          
shall be delivered to the Company.                                              

SECTION 3.10 Computation of Interest.                                           

     Except as otherwise specified as contemplated by Section 3.01
for Securities of any series, interest on the Securities of each series         
shall be computed, based on actual days elapsed, on the basis of a 360-day      
year of twelve 30-day months.                                                   

ARTICLE IV            

CONVERSION OF SECURITIES            

SECTION 4.01 Applicability of Article.                                          

      If the Securities of any series are Convertible Securities the
provisions of this Article Four shall be applicable to the Securities of        
such series (except as otherwise specified in a Board Resolution, Officers'     
Certificate or executed supplemental indenture referred to in Section 3.01      
by or pursuant to which the form and terms of the Convertible Securities of     
such series were established).                                                  

     Subject to the provisions of this Article Four, the Holder of
any Convertible Security shall have the right, at the option of such            
Holder, to convert the principal amount of such Convertible Security or any     
portion of the principal amount thereof which is $1,000 or an integral          
multiple of $1,000 (or such principal amount as is specified in a Board         
Resolution, Officers' Certificate or executed supplemental indenture            
referred to in Section 3.01 by or pursuant to which the form and terms of       
the Convertible Securities of such series were established) into the number     
of shares of Common Stock obtained by dividing the principal amount so to       
be converted by the Conversion Price, defined and determined as hereinafter     
provided, in effect at the Conversion Date (as defined in Section 4.02) in      
the manner provided in Section 4.02 and subject to settlement of fractional     
interests in accordance with Section 4.03 and subject to the other              
provisions of this Article Four with respect to the delivery of property        
other than Common Stock. Such conversion privilege shall, except as             
specified in a Board Resolution, Officers' Certificate or executed              
supplemental indenture referred to in Section 3.01 by or pursuant to which      
the form and terms of the Convertible Securities of such series were            
established, commence on the date of the issuance of such Convertible           
Security or any Predecessor Security and shall expire at the close of           
business on the Stated Maturity of such Convertible Security. If a              
Convertible Security or portion thereof is called for redemption or is          
delivered for repurchase, such conversion privilege in respect of the           
Convertible Security or portion so called shall expire at the close of          
business on the fifth Business Day prior to the Redemption Date or              
repurchase date, unless the Company shall default in making the payment due     
upon redemption or repurchase.                                                  

     The conversion price (the "Conversion Price") for a series of
Convertible Securities shall be set forth in a Board Resolution, Officers'      
Certificate or executed supplemental indenture referred to in Section 3.01      
by or pursuant to which the form and terms of the Convertible Securities of     
such series were established and shall be subject to adjustment as provided     
in Section 4.04.                                                                

SECTION 4.02 Exercise of Conversion Privilege.                                  

    In order to exercise the conversion privilege, the Holder of
any Convertible Security to be converted, in whole or in part, shall            
surrender such Convertible Security to the Conversion Agent at any time         
during usual business hours at its office or agency maintained for the          
purpose as provided in this Indenture, accompanied by a fully executed          
written notice (the "Conversion Notice"), in substantially the form set         
forth on the reverse of the Convertible Security, that the Holder elects to     
convert such Convertible Security or, if less than the entire principal         
amount thereof is to be converted, a stated portion thereof constituting a      
multiple of $1,000 in principal amount (or such other principal amount as       
is specified in a Board Resolution, Officers' Certificate or executed           
supplemental indenture referred to in Section 3.01 by or pursuant to which      
the form and terms of the Convertible Securities of such series were            
established). A Convertible Security surrendered for conversion during the      
period between the close of business on any record date for such                
Convertible Security and the opening of business on the related Interest        
Payment Date (the "Interest Period") that shall not have been called for        
redemption on a Redemption Date within such Interest Period (or on such         
Interest Payment Date) shall be accompanied also by payment of an amount        
equal to the interest payable on such Interest Payment Date on the portion      
of the principal amount of the Convertible Security being surrendered for       
conversion. Such interest shall be payable to the Holder on the Record Date     
notwithstanding the conversion. Such Conversion Notice shall also state the     
name or names (and address or addresses) in which the certificate or            
certificates for shares of Common Stock shall be issued (or to whom payment     
in cash in lieu of Common Stock shall be made). Convertible Securities          
surrendered for conversion shall (if so required by the Company or the          
Conversion Agent) be duly endorsed by, or be accompanied by a written           
instrument or instruments of transfer in form satisfactory to the Company       
and the Conversion Agent duly executed by, the Holder or his attorney duly      
authorized in writing.                                                          

      As promptly as practicable on or after the Conversion Date (as
defined below), the Company shall, subject to the provisions of Section         
4.07, issue and deliver at such office or agency to such Holder, or on his      
written order, a certificate or certificates for the number of full shares      
of Common Stock issuable on conversion of such Convertible Security or          
portion thereof in accordance with the provisions of this Article Four          
together with payment in cash, as provided in Section 4.03, in respect of       
any fraction of a share of Common Stock otherwise issuable upon such            
conversion or, if so provided in a Board Resolution, Officers' Certificate      
or executed supplemental indenture referred to in Section 3.01 by or            
pursuant to which the form and terms of the Convertible Securities of such      
series were established, a payment in cash in lieu of shares of Comon           
Stock. Such conversion shall be deemed to have been effected immediately        
prior to the close of business on the date (herein called the "Conversion       
Date") on which such notice in proper form shall have been received by the      
Conversion Agent and such Convertible Security shall have been surrendered      
as aforesaid, and the Person or Persons in whose name or names any              
certificate or certificates for shares of Common Stock shall be issuable,       
if any, upon such conversion shall be deemed to have become on the              
Conversion Date the holder or holders of record of the shares represented       
thereby; provided, however, that upon any such surrender on any date when       
the stock transfer books of the Company shall be closed, the Person or          
Persons in whose name or names the certificate or certificates for such         
shares are to be issued, if any, shall be deemed the record holder or           
holders thereof for all purposes at the opening of business on the next         
succeeding day on which such stock transfer books are open but such             
conversion shall nevertheless be at the Conversion Price in effect at the       
close of business on the date when such Security shall have been so             
surrendered with the Conversion Notice.                                         

       In the case of conversion of a portion, but less than all, of a
Convertible Security, the Company shall execute, and the Trustee shall          
authenticate and deliver to the Holder thereof, at the expense of the           
Company, a new Convertible Security or Securities of the same series in the     
aggregate principal amount equal to the unconverted portion of the              
principal amount of the surrendered Convertible Security. Except as             
otherwise expressly provided in this Indenture, no payment or adjustment        
shall be made for interest accrued on any Convertible Security (or portion      
thereof) converted or for dividends or distributions on any Common Stock        
issued upon conversion of any Convertible Security. The right, if any, of a     
Holder of any Convertible Security to cause the Company to redeem, purchase     
or repay such Convertible Security shall terminate at the close of business     
on the Conversion Date.                                                         

SECTION 4.03 Fractional Interests.                                              

 No fractions of shares or scrip representing fractions of
shares shall be issued upon conversion of Convertible Securities. If more       
than one Convertible Security of the same series shall be surrendered for       
conversion, in whole or in part, at one time by the same Holder, the number     
of full shares which shall be issuable upon conversion thereof shall be         
computed on the basis of the aggregate principal amount of the Convertible      
Securities (or specified portions thereof) to be converted, so surrendered.     
If any fraction of a share of Common Stock would, except for the foregoing      
provisions of this Section 4.03, be issuable on the conversion of any           
Convertible Security or Securities (or specified portions thereof), the         
Company shall make payment in lieu thereof in cash equal to the same            
fraction of the market price per share of Common Stock. For such purposes       
the market price per share of Common Stock shall be determined on the basis     
of the last sale price of one share of Common Stock regular way on the most     
recent Trading Day prior to the Conversion Date or, if no such reported         
sale takes place on such day, the average of the reported closing bid and       
asked prices regular way on such day, in either case (i) as reported on the     
American Stock exchange, or (ii) if on such Trading Day the Common Stock is     
not listed or admitted to trading on such exchange, on the principal            
national securities exchange on which the Common Stock is listed or             
admitted to trading, or (iii) if not listed or admitted to trading on any       
national securities exchange on such Trading Day, then as reported through      
the National Association of Securities Dealers, Inc. on its NASDAQ National     
Market System or NASDAQ System or a similar organization if NASDAQ is no        
longer reporting information, or (iv) if the Common Stock is not listed or      
admitted to trading on any national securities exchange or quoted on such       
National Market System or NASDAQ System on such Trading Day, then the           
average of the closing bid and asked prices in the over-the- counter market     
as furnished by any New York Stock Exchange member firm selected from time      
to time by the Board of Directors for that purpose, or (v) if not quoted by     
any such organization on such Trading Day, the fair value of such Common        
Stock on such Trading Day, as determined by the Board of Directors. The         
term "Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday and     
Friday, other than any day on which securities are not traded on any of the     
above mentioned exchanges or in such markets.                                   

SECTION 4.04 Adjustment of Conversion Price.                                    

      The Conversion Price with respect to Convertible Securities of
a series shall be adjusted from time to time as follows with respect to         
events that take place after the initial issuance of any Securities of such     
series:                                                                         

(1) if the Company shall (i) pay a dividend or make a   
distribution in shares of Common Stock on the Common Stock, (ii) subdivide      
its outstanding shares of Common Stock into a greater number of shares,         
(iii) combine its outstanding shares of Common Stock into a smaller number      
of shares or (iv) issue by reclassification of its Common Stock any shares      
of capital stock of the Company, the Conversion Price shall be deemed to be     
proportionately adjusted, so that any Holder of any Convertible Security        
thereafter surrendered for conversion shall be entitled to receive the          
number of shares of Common Stock or other capital stock of the Company          
which he would have owned or been entitled to receive immediately following     
such action had such Convertible Security been converted immediately prior      
thereto. If in any reclassification the holders of Common Stock are             
entitled to make an election between different forms of consideration, the      
Holders shall be deemed to have elected to receive the consideration            
payable to a plurality of the holders of Common Stock who have not duly         
filed elections as to the consideration to be received.                         

       An adjustment made pursuant to this subsection (1) shall become
effective immediately, except as provided in subsection (6) below, after        
the record date in the case of a dividend or distribution and shall become      
effective immediately after the effective date in the case of a                 
subdivision, combination or reclassification.                                   

   (2) In case the Company shall issue generally to holders of
Common Stock rights, options or warrants entitling such holders (for a          
period not exceeding 45 days from the date of such issuance) to subscribe       
for or purchase shares of Common Stock at a price per share less than the       
current market price per share (as determined pursuant to subsection (5)        
below) of the Common Stock on the record date mentioned below, the              
Conversion Price shall be adjusted to a price, computed to the nearest          
cent, so that the same shall equal the price determined by multiplying the      
Conversion Price in effect immediately prior to the date of issuance of         
such rights, options or warrants by a fraction, of which                        

           (i) the numerator shall be the sum of (A) the number of
shares of Common Stock outstanding on the date fixed for the        
determination of stockholders entitled to receive such rights,      
 options or warrants, and (B) the number of shares which the aggregate
offering price of the total number of shares of Common Stock so     
offered for subscription or purchase would purchase at such current 
market price (determined by multiplying such total number of shares 
by the exercise price of such rights, options or warrants and       
dividing the product so obtained by such current market price), and 
of which                                                            

           (ii) the denominator shall be the sum of (A) the number
of shares of Common Stock outstanding on the date fixed for the     
determination of stockholders entitled to receive such rights,      
options or warrants, and (B) the number of additional shares of     
Common Stock which are so offered for subscription or purchase.     

     Such adjustment shall become effective immediately, except as
provided in subsection (6) below, after the record date for the                 
determination of holders entitled to receive such rights, options or            
warrants.                                                                       

(3) In case the Company shall, by dividend or otherwise,
distribute, to substantially all holders of Common Stock, evidences of          
indebtedness, equity securities (including equity interests in the              
Company's Subsidiaries) other than Common Stock, or other assets (other         
than cash dividends paid out of earned surplus of the Company or current        
net earnings as shown on the books of the Company and other than                
Extraordinary Cash Dividends, which are governed by the provisions of           
subsection (4) below), or shall distribute to substantially all holders of      
Common Stock rights, options or warrants entitling such Holders to              
subscribe for securities (other than those referred to in subsection (2)        
above), then in each such case the Conversion Price shall be adjusted so        
that the same shall equal the price determined by multiplying the               
Conversion Price in effect immediately prior to the date of such                
distribution by a fraction of which                                             

           (i) the numerator shall be the current market price per
share (determined as provided in subsection (5) below) of the Common
Stock on the record date mentioned below less the then fair market  
value (as determined by the Board of Directors, whose determination 
shall, if made in good faith, be conclusive evidence of such fair   
market value and provided to the Trustee) of the portion of the     
assets, evidence of indebtedness, equity securities or other        
securities so distributed or of such subscription rights, options or
warrants applicable to one share of Common Stock, and of which      

           (ii) the denominator shall be such current market price
per share of the Common Stock.                                      

     Such adjustment shall become effective immediately, except as
provided in subsection (6) below, after the record date for the                 
determination of stockholders entitled to receive such distribution.            
Notwithstanding the foregoing, with respect to the rights ("Rights")            
distributed under the Rights Agreement, dated as of June 4, 1989, between       
the Company and BankBoston, N.A. as amended and as it may be further            
amended after the date hereof and/or in the event that and each time that       
the Company shall distribute any other rights or warrants (other than those     
referred to in paragraph (2) of this Section) ("Additional Rights") pro         
rata to holders of Common Stock, the Company shall make proper provision so     
that each Holder of a Convertible Security who converts such Convertible        
Security (or any portion thereof) (A) after the date hereof in the case of      
Rights and (B) after the record date for any such distribution in the case      
of Additional Rights, and prior to the expiration or redemption of the          
Rights or Additional Rights, as the case may be, shall be entitled to           
receive upon such conversion, in addition to the shares of Common Stock         
issuable upon such conversion (the "Conversion Shares"), a number of Rights     
or Additional Rights, to be determined as follows: (i) if such conversion       
occurs on or prior to the date for the distribution to the holders of           
Rights or Additional Rights of separate certificates evidencing such Rights     
or Additional Rights (the "Distribution Date"), the same number of Rights       
or Additional Rights to which a holder of a number of shares of Common          
Stock equal to the number of Conversion Shares is entitled at the time of       
such conversion in accordance with the terms and provisions of and              
applicable to the Rights or Additional Rights; and (ii) if such conversion      
occurs after the Distribution Date, the same number of Rights or Additional     
Rights to which a holder of the number of shares of Common Stock into which     
the principal amount of the Security so converted was convertible               
immediately prior to the Distribution Date would have been entitled on the      
Distribution Date in accordance with the term and provisions of and             
applicable to the Rights or Additional Rights.                                  

    If, with respect to any distribution to which this paragraph
(3) would otherwise apply, the fair market value of the portion of the          
assets so distributed applicable to one share of Common Stock exceeds the       
current market price per share of Common Stock or the current market price      
per share of Common Stock exceeds such fair market value by less than           
$1.00, then the adjustment provided by this subsection (3) shall not be         
made and in lieu thereof the provision of paragraph (8) shall apply to such     
distribution.                                                                   

      (4) If the Company shall, by dividend or otherwise, distribute
generally to holders of its Common Stock cash (excluding any cash that is       
distributed upon a merger or consolidation to which Section 4.05 applies)       
in an aggregate amount such that such dividend or distribution shall            
constitute an Extraordinary Cash Dividend, then, and in each such case,         
immediately after the close of business on such date for determination, the     
Conversion Price shall be reduced so that the same shall equal the price        
determined by multiplying the Conversion Price in effect immediately prior      
to the close of business on the date fixed for determination of the             
stockholders entitled to receive such distribution by a fraction, of which      

       (i) the numerator shall be equal to (A) the current
market price per share (determined as provided in paragraph (5) of  
this Section) of the Common Stock on the date fixed for such        
determination less (B) an amount equal to the excess of such        
Extraordinary Cash Dividend over four times the per share amount of 
the Company's most recently declared regular quarterly dividend and 
of which                                                            

              (ii)   the denominator shall be equal to such market price
per share.                                                          

     (5) For the purpose of any computation under subsections (2),
(3) or (4) above, the current market price per share of Common Stock on any     
date shall be deemed to be the average of the Sale Prices for the 20            
consecutive Trading Days commencing 30 Trading Days before the date in          
question.                                                                       

     (6) In any case in which this Section 4.04 shall require that
an adjustment of the Conversion Price be made effective immediately             
following a record date, the Company may elect to defer the effectiveness       
of such adjustment (but in no event until a date later than the effective       
time of the event giving rise to such adjustment), in which case the            
Company shall, with respect to any Convertible Security converted after         
such record date and before such adjustment shall have become effective,        
(i) defer paying any cash payment pursuant to Section 4.03 or issuing to        
the Holder of such Convertible Security the number of shares of Common          
Stock and other capital stock of the Company issuable upon such conversion      
in excess of the number of shares of Common Stock and other capital stock       
of the Company issuable thereupon only on the basis of the Conversion Price     
prior to adjustment and (ii) not later than five Business Days after such       
adjustment shall have become effective, pay to such Holder the appropriate      
cash payment pursuant to Section 4.03 and issue to such Holder the              
additional shares of Common Stock and other capital stock of the Company        
issuable on such conversion.                                                    

   (7) No adjustment of the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least        
one percent of the Conversion Price; provided, however, that any                
adjustments which by reason of this subsection (7) are not required to be       
made shall be carried forward and taken into account in any subsequent          
adjustment; and, provided, further, that each adjustment shall be required      
and made in accordance with the provisions of this Article Four (other than     
this subsection (7)) not later than such time as may be required in order       
to preserve the tax-free nature of a distribution to the holders of             
Convertible Securities or Common Stock. All calculations under this Article     
Four shall be made to the nearest cent or to the nearest one-hundredth of a     
share, as the case may be.                                                      

 (8) If the Company makes a distribution to holders of its
Common Stock of any of its assets, or debt securities or any rights,            
warrants or options to purchase securities of the Company that, but for the     
provisions of the last sentence of subsection (3), would otherwise result       
in an adjustment in the Conversion Rate, then, from and after the record        
date for determining the holders of Common Stock entitled to receive the        
distribution, a Holder of a Convertible Security that converts such             
Convertible Security in accordance with the provisions of this Indenture        
shall upon such conversion be entitled to receive, in addition to the           
shares of Common Stock into which the Convertible Security is convertible,      
the kind and amount of securities, cash or other assets comprising the          
distribution that such Holder would have received if such Holder had            
converted the Convertible Security immediately prior to the record date for     
determining the holders of Common Stock entitled to receive the                 
distribution.                                                                   

     (9) Whenever the Conversion Price shall be adjusted as herein
provided, the Company shall promptly (i) file with the Trustee and each         
Conversion Agent an Officers' Certificate setting forth the Conversion          
Price after such adjustment and setting forth in reasonable detail the          
facts requiring such adjustment and the manner of computing the same, and       
(ii) mail or cause to be mailed a notice stating that the Conversion Price      
has been adjusted and setting forth the adjusted Conversion Price to each       
Holder of Convertible Securities at his address as the same appears on the      
Security Register.                                                              

      Anything in this Section 4.04 to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the Conversion         
Price, in addition to those required by this Section 4.04, as it in its         
discretion shall determine to be advisable in order that any stock              
dividend, subdivision of shares, distribution of rights or warrants to          
purchase stock or securities, or distribution of other assets (other than       
cash dividends) hereafter made by the Company to its stockholders shall not     
be taxable.                                                                     

SECTION     4.05  Continuation of Conversion Privilege in Case of Merger,       
Consolidation or Sale of Assets.            

     If the Company is a party to a transaction subject to Section
8.01 (other than a sale of all or substantially all of the assets of the        
Company in a transaction in which the holders of Common Stock immediately       
prior to such transaction do not receive securities, cash, or other assets      
of the Company or any other Person) or a merger or binding share exchange       
which reclassifies or changes its outstanding Common Stock, the Person          
obligated to deliver securities, cash or other assets to holders of Common      
Stock pursuant to such transaction subject to Section 8.01, merger or           
binding share exchange shall enter into a supplemental indenture. If the        
issuer of securities deliverable upon conversion of Convertible Securities      
is an Affiliate of the successor Company, that issuer shall join in the         
supplemental indenture. The supplemental indenture shall provide that the       
Holder of a Convertible Security shall have the right thereafter (during        
the period such Convertible Security shall be convertible as specified in       
Section 4.01) to convert such Convertible Security into the kind and amount     
of securities, cash, property or other assets which such Holder would have      
received immediately after the consolidation, merger, binding share             
exchange or transfer if such Holder had converted the Convertible Security      
immediately before the effective date of such transaction, assuming (to the     
extent applicable) that such Holder (i) was not a Person with which the         
Company consolidated or into which the Company merged or which merged into      
the Company or to which such Sale or transfer was made, as the case may be      
(a "Constituent Person"), or an Affiliate of a Constituent Person to such       
transaction, (ii) made no election, if any, as to the kind or amount of         
securities, cash or other property receivable upon such transaction with        
respect thereto, and (iii) was treated alike with the plurality of              
non-electing Holders. Such supplemental indenture shall provide for             
adjustments which shall be as nearly equivalent as may be practical to the      
adjustments provided for in this Article Four. The successor Company shall      
mail to each Holder of a Convertible Security a notice briefly describing       
the supplemental indenture.                                                     

       Neither the Trustee nor any conversion agent 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 securities or property or cash receivable by Holders         
upon the conversion of their Securities after any such reclassification,        
change, consolidation, merger, sale or conveyance or to any adjustment to       
be made with respect thereto, but, subject to the provisions of Section         
7.01, may accept as conclusive evidence of the correctness of any such          
provisions, and shall be protected in relying upon, an Officers'                
Certificate or, at the option of the Company, a certificate of a firm of        
independent public accountants which shall conform to the provisions of         
Section 1.02 with respect thereto.                                              

      If the Company shall enter into a sale of all or substantially
all of the assets of the Company in a transaction in which the holders of       
the Common Stock immediately prior to such transaction do not receive           
securities, cash, or other assets of the Company or any other Person, the       
Convertible Securities shall remain convertible into the Common Stock (or       
other property) which, but for such sale of assets of the Company, the          
Holders of such Convertible Securities would have been entitled to upon         
conversion.                                                                     

      If this Section 4.05 applies, neither paragraph (1) nor (3) of
Section 4.04 applies.                                                           

SECTION 4.06 Notices of Certain Events.                                         

If:                                                     

          (1) the Company shall declare a dividend (or any other
distribution) payable to the holders of Common Stock other than cash            
dividends which are not Extraordinary Cash Dividends; or                        

             (2) the Company shall authorize the granting generally to
the holders of Common Stock of rights, options or warrants to subscribe for     
or purchase any shares of stock of any class or of any other rights; or         

           (3) the Company shall authorize any reclassification or
change of the Common Stock (other than a subdivision or combination of its      
outstanding shares of Common Stock), or any consolidation or merger to          
which the Company is a party and for which approval of any stockholders of      
the Company is required, or the sale or conveyance of all or substantially      
all the property or business of the Company; or                                 

              (4)  there shall be authorized or ordered any voluntary or
involuntary dissolution, liquidation or winding-up of the Company; or           

        (5) the Company or any Subsidiary or Affiliate shall
commence a tender offer for all or a portion of the Company's outstanding       
shares of Common Stock (or shall amend any such tender offer);                  

  then, the Company shall cause to be filed at the office or
agency maintained for the purpose of conversion of the Convertible              
Securities as provided in Section 10.02, and shall cause to be mailed to        
each Holder of Convertible Securities, at his address as it shall appear on     
the Security Register therefor, at least 20 days before the date                
hereinafter specified (or the earlier of the dates hereinafter specified,       
in the event that more than one date is specified), a notice stating the        
date on which (i) a record is expected to be taken for the purpose of such      
dividend, distribution, rights, options, warrants or tender offer or if a       
record is not to be taken, the date as of which the holders of Common Stock     
of record to be entitled to such dividend, distribution or rights (or in        
the case of a tender offer to be entitled to tender shares of Common Stock)     
are to be determined, or (ii) such reclassification, change, consolidation,     
merger, sale, conveyance, dissolution, liquidation or winding-up is             
expected to become effective, and the date, if any is to be fixed, 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, change,                  
consolidation, merger, sale, conveyance, dissolution, liquidation,              
winding-up or tender offer.                                                     

SECTION 4.07 Taxes on Conversion.                                               

      The Company will pay any and all documentary, stamp or similar
taxes payable to the United States (or any other jurisdiction in which the      
Company is domiciled or incorporated) or any political subdivision or           
taxing authority thereof or therein (other than any such tax of any such        
non-United States jurisdiction that would not have been payable in respect      
of the applicable Holder if such jurisdiction had been the United States or     
any political subdivision or taxing authority thereof) in respect of the        
issue or delivery of shares of Common Stock on conversion of Convertible        
Securities pursuant hereto; provided, however, that the Holder shall pay        
any such tax which is due because the Holder requests the shares to be          
issued in a name other than the Holder's name, and the Conversion Agent may     
refuse to deliver the certificates representing such Common Stock until the     
Person requesting such issue or delivery 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. The Company extends no protection with respect     
to any other taxes imposed in connection with conversion of Convertible         
Securities.                                                                     

SECTION 4.08 Company to Provide Stock.                                          

      The Company shall at all times reserve and keep available free
from preemptive rights, out of its authorized but unissued shares of            
capital stock, the full number of shares of capital stock to provide for        
the conversion of Convertible Securities from time to time as such              
Convertible Securities are presented for conversion; provided, however,         
that nothing contained herein shall be construed to preclude the Company        
from satisfying its obligations in respect of the conversion of Convertible     
Securities by delivery of repurchased shares of Common Stock which are held     
in the treasury of the Company.                                                 

     If any shares of capital stock to be reserved for the purpose
of conversion of Convertible Securities hereunder require registration with     
or approval of any governmental authority under any federal or state law or     
any action in respect of any stock exchange or similar listing before such      
shares may be validly issued or delivered upon conversion, then the Company     
covenants that it will in good faith and as expeditiously as possible           
endeavor to secure such registration, approval or action, as the case may       
be; provided, however, that, nothing in this Section 4.08 shall be deemed       
to affect in any way the obligations of the Company to convert Convertible      
Securities into Common Stock as provided in this Article Four.                  

Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value, if any, of the          
Common Stock, the Company will take all corporation action which may, in        
the opinion of counsel, be necessary in order that the Company may validly      
and legally issue fully paid and non-assessable shares of Common Stock at       
such adjusted Conversion Price.                                                 

       The Company covenants that all shares of Common Stock which may
be issued upon conversion of Convertible Securities will upon issue be          
fully paid and non-assessable by the Company and free of preemptive rights.     

SECTION 4.09 Disclaimer of Responsibility for Certain Matters.                  

  Neither the Trustee, the Conversion Agent nor any agent of
either shall at any time be under any duty or responsibility to any Holder      
of Convertible Securities to determine whether any facts exist which may        
require any adjustment of the Conversion Price, or with respect to the          
Officers' Certificate referred to in Section 4.04(9), or with respect to        
the nature or extent of any such adjustment when made, or with respect to       
the method employed, herein or in any supplemental indenture provided to be     
employed, in making the same. Neither the Trustee, the Conversion Agent nor     
any agent of either shall be accountable with respect to the validity or        
value (or the kind or amount) of any shares of Common Stock, or of any          
securities or property (including cash), which may at any time be issued or     
delivered upon the conversion of any Convertible Security; and neither the      
Trustee, the Conversion Agent nor any agent of either makes any                 
representation with respect thereto. Neither the Trustee, the Conversion        
Agent nor any agent of either shall be responsible for any failure of the       
Company to issue, register the transfer of or deliver any shares of Common      
Stock or stock certificates or other securities or property (including          
cash) upon the surrender of any Convertible Security for the purpose of         
conversion or, subject to Section 3.01, to comply with any of the covenants     
of the Company contained in this Article Four.                                  

SECTION 4.10  Return of Funds Deposited for Redemption of Converted             
Convertible Securities.                             

    Any funds which at any time shall have been deposited by the
Company or on its behalf with the Trustee or any Paying Agent for the           
purpose of paying the principal of and interest, if any, on any of the          
Convertible Securities and which shall not be required for such purposes        
because of the conversion of such Convertible Securities, as provided in        
this Article Four, shall after such conversion be repaid to the Company by      
the Trustee or such Paying Agent.                                               

ARTICLE V             

SATISFACTION, DISCHARGE AND DEFEASANCE            

SECTION 5.01 Satisfaction and Discharge of Indenture.                           

This Indenture shall upon Company Request cease to be of
further effect with respect to Securities of any series (except as to any       
surviving rights of registration of transfer or exchange of Securities of       
such series, replacement of lost, stolen or mutilated Securities of such        
series and conversion of Securities of such series herein expressly             
provided for), and the Trustee, at the expense of the Company, shall            
execute proper instruments acknowledging satisfaction and discharge of this     
Indenture with respect to such series, when                                     

(1)  either                                             

  (ii) all Securities of such series theretofore
authenticated and delivered and all Coupons appertaining
thereto (other than (i) Coupons appertaining to Bearer  
Securities of such series surrendered in exchange for   
Registered Securities and maturing after such exchange, 
surrender of which is not required or has been waived as
    provided in Section 3.05, (ii) Securities of such series and
   Coupons which have been destroyed, lost or stolen and which
     have been replaced or paid as provided in Section 3.06, (iii)
       Coupons appertaining to Bearer Securities of such series called
       for redemption and maturing after the relevant Redemption Date,
       surrender of which has been waived as provided in Section 11.06
and (iv) Securities of such series and Coupons for whose
payment money has theretofore been deposited in trust or
  segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as 
     provided in Section 10.03) have been delivered to the Trustee
for cancellation; or                                    

             (iii)  all such Securities and Coupons of such series not
theretofore delivered to the Trustee for cancellation   

(A)  have become due and payable, or        

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

             (C) 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 (A), (B) or (C) above, has deposited or         
caused to be deposited with the Trustee as trust funds in trust for the         
purpose an amount sufficient to pay and discharge the entire indebtedness       
on such Securities and Coupons of such series not theretofore delivered to      
the Trustee for cancellation, for principal (and premium, if any) and           
interest to the date of such deposit (in the case of Securities and Coupons     
of such series 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. In addition,
the Opinion of Counsel shall be to the effect that Holders of the   
Securities and Coupons, if any, of such series will not recognize   
income, gain or loss for Federal income tax purposes as a result of 
 the Company's exercise of its option under this Section 5.01 and will
be subject to Federal income tax in the same amount, in the same    
manner and at the same times as would have been the case if such    
option had not been exercised and must refer to and be based upon a 
ruling of the Internal Revenue Service.                             

     At any time when no Securities of any series are outstanding,
this Indenture shall upon Company Request cease to be of further effect and     
the Trustee, at the expense of the Company, shall execute proper                
instruments of satisfaction and discharge of this Indenture.                    

Notwithstanding the satisfaction and discharge of this  
Indenture, the obligations of the Company to the Trustee under Section 7.05     
and, if money shall have been deposited with the Trustee pursuant to            
subclause (ii) of clause (1) of this Section, the obligations of the            
Trustee under Section 5.02 and the last paragraph of Section 10.03, shall       
survive.                                                                        

SECTION 5.02 Application of Trust Money.                                        

  Subject to the provisions of the last paragraph of Section
10.03, all money deposited with the Trustee pursuant to Sections 5.01 and       
5.03 shall be held in trust and applied by it, in accordance with the           
provisions of the Securities and Coupons, if any, and this Indenture, to        
the payment, either directly or through any Paying Agent (including the         
Company acting as its own Paying Agent) as the Trustee may determine, to        
the Persons entitled thereto, of the principal (and premium, if any) and        
interest for whose payment such money has been deposited with the Trustee;      
but such money need not be segregated from other funds except to the extent     
required by law.                                                                

SECTION 5.03  Satisfaction, Discharge and Defeasance of Securities of Any       
Series.                                             

      If this Section is specified, as contemplated by Section 3.01,
to be applicable to Securities and Coupons, if any, of any series, at the       
Company's option, either                                                        

          (1) the Company will be deemed to have been Discharged
(as defined below) from its obligations with respect to Securities and          
Coupons, if any, of such series or                                              

            (2) the Company will cease to be under any obligation to
comply with any term, provision or condition set forth in (i) Article VIII      
and Sections 10.09, 10.10 and 10.11 or (ii) the terms, provisions or            
conditions of such series specified pursuant to Section 3.01 (provided,         
however, that the Company may not cease to comply with any obligations as       
to which it may not be Discharged pursuant to the definition of                 
"Discharged"), if, in the case of (1) and (2), with respect to the              
Securities and Coupons, if any, of such series on the 91st day after the        
applicable conditions set forth below in (x) and either (y) or (z) have         
been satisfied:                                                                 

                (x)(i) the Company has paid or caused to be paid
all other sums payable with respect to the Outstanding  
      Securities and Coupons, if any, of such series (in addition to
any required under (y) or (z)); and (ii) the Company has
delivered to the Trustee an Officers' Certificate and an
      Opinion of Counsel, each stating that all conditions precedent
      herein provided for relating to the satisfaction and discharge
    of the entire indebtedness on all Outstanding Securities and
    Coupons, if any, of any such series have been complied with;
and                                                     

                 (y)(i) the Company shall have deposited or caused
    to be deposited irrevocably with the Trustee as a trust fund
 specifically pledged as security for (on a first-priority
     perfected basis), and dedicated solely to, the benefit of the
     Holders of the Securities and Coupons, if any, of such series
     (A) an amount (in such currency or currency unit in which the
      Outstanding Securities and Coupons, if any, of such series are
      payable) or (B) U.S. Government Obligations (as defined below)
      or, in the case of Securities and Coupons, if any, denominated
     in a Foreign Currency and if so specified pursuant to Section
     3.01, Foreign Government Securities (as defined below), which
through the payment of interest and principal in respect
      thereof in accordance with their terms will provide, not later
    than the due date of any payment of principal (including any
premium) and interest, if any, under the Securities and 
    Coupons, if any, of such series, money in an amount or (C) a
  combination of (A) and (B) sufficient (in the opinion with
 respect to (B) and (C) of a nationally recognized firm of
independent public accountants expressed in a written   
  certification thereof delivered to the Trustee) to pay and
 discharge each installment of principal of (including any
      premium), and interest, if any, on, the Outstanding Securities
and Coupons, if any, of such series on the dates such   
installments of interest or principal are due;          

               (ii)(A) no Event of Default or event (including
      such deposit) which with notice or lapse of time or both would
become an Event of Default shall have occurred and be   
       continuing on the date of such deposit, (B) no Event of Default
       as defined in clause (5) or (6) of Section 6.01, or event which
     with notice or lapse of time or both would become an Event of
       Default under either such clause, shall have occurred within 90
    days after the date of such deposit and (C) such deposit and
  the related intended consequence under (1) or (2) will not
    result in any default or event of default under any material
 indenture, agreement or other instrument binding upon the
Company or any Subsidiary or any of their properties;   

             (iii) the Company shall have delivered to the
       Trustee an Opinion of Counsel to the effect that Holders of the
Securities and Coupons, if any, of such series will not 
      recognize income, gain or loss for Federal income tax purposes
      as a result of the Company's exercise of its option under this
     Section 5.03 and will be subject to Federal income tax in the
      same amount, in the same manner and at the same times as would
     have been the case if such option had not been exercised; and

            (iv) the Company shall have delivered to the
       Trustee an Opinion of Counsel to the effect that if the deposit
referred to in paragraph (y)(i) above shall include U.S.
     Government Obligations or Foreign Government Securities, such
    deposit shall not result in the Company, the Trustee or such
  trust being regulated as an "investment company" under the
Investment Company Act of 1940, as amended; or          

                 (z) the Company has properly fulfilled such other
means of satisfaction and discharge as is specified, as 
contemplated by Section 3.01, to be applicable to the   
Securities and Coupons, if any, of such series.         

  Any deposits with the Trustee referred to in clause (y)(i)
above will be made under the terms of an escrow trust agreement in form and     
substance satisfactory to the Trustee. If any Outstanding Securities and        
Coupons, if any, of such series are to be redeemed prior to their Stated        
Maturity, whether pursuant to any mandatary redemption provisions or in         
accordance with any mandatory sinking fund requirement, the applicable          
escrow trust agreement will provide therefor and the Company will make such     
arrangements as are satisfactory to the Trustee for the giving of notice of     
redemption by the Trustee in the name, and at the expense, of the Company.      

       "Discharged" means that the Company will be deemed to have paid
and discharged the entire indebtedness represented by, and obligations          
under, the Securities and Coupons, if any, of the series as to which this       
Section is specified as applicable as aforesaid and to have satisfied all       
the obligations under this Indenture relating to the Securities and             
Coupons, if any, of such series (and the Trustee, at the expense of the         
Company, will execute proper instruments acknowledging the same), except        
(A) the rights of Holders thereof to receive, from the trust fund described     
in clause (y)(i) above, payments of the principal of, premium and the           
interest, if any, on such Securities and Coupons, if any, when such             
payments are due, (B) the Company's obligations with respect to such            
Securities and Coupons, if any, under Sections 3.05 and 3.06 (insofar as        
applicable to Securities of such series), Article IV (insofar as applicable     
to Securities of such series), Sections 5.02, 10.02 and 10.03 (last             
paragraph only) and the Company's obligations to the Trustee under Sections     
7.05, 7.06 and 7.07 and (C) the rights, powers, trusts, duties and              
immunities of the Trustee hereunder, will survive such discharge. The           
Company will reimburse the trust fund for any loss suffered by it as a          
result of any tax, fee or other charge imposed on or assessed against           
deposited U.S. Government Obligations or Foreign Government Securities, as      
the case may be, or any principal, premium or interest paid on such             
obligations, and, subject to the provisions of Section 7.05, will indemnify     
the Trustee against any claims made against the Trustee in connection with      
any such loss.                                                                  

      "Foreign Government Securities" as used in Section 5.03 means,
with respect to Securities and Coupons, if any, of any series that are          
denominated in a Foreign Currency, securities that are (i) direct               
obligations of the government that issued such currency for the payment of      
which obligations its full faith and credit is pledged or (ii) obligations      
of a Person controlled or supervised by and acting as an agency or              
instrumentality of such government (the timely payment of which is              
unconditionally guaranteed as a full faith and credit obligation of such        
government) which, in either case under clauses (i) or (ii), are not            
callable or redeemable at the option of the issuer thereof.                     

   "U.S. Government Obligations" means securities that are (i)
direct obligations of the United States for the payment of which its full       
faith and credit is pledged or (ii) obligations of a Person controlled or       
supervised by and acting as an agency or instrumentality of the United          
States the timely payment of which is unconditionally guaranteed as a full      
faith and credit obligation of the United States, which, in either case         
under clauses (i) or (ii), are not callable or redeemable at the option of      
the issuer thereof, and will also include a depository receipt issued by a      
bank or trust company as custodian with respect to any such U.S. Government     
Obligation or a specified payment of interest on or principal of any such       
U.S. Government Obligation held by such custodian for the account of the        
holder of a depository receipt; provided that (except as required by law)       
such custodian is not authorized to make any deduction from the amount          
payable to the holder of such depository receipt from any amount received       
by the custodian in respect of the U.S. Government Obligations or the           
specific payment of interest on or principal of the U.S. Government             
Obligation evidenced by such depository receipt.                                

ARTICLE VI            

REMEDIES            

SECTION 6.01 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
premium, if any, 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 the series in respect of which the  
Event of Default is being determined), and continuance of such      
 default or breach for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25 percent 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) a decree or order for relief in respect of the      
Company or a Significant Subsidiary 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 or a Significant Subsidiary a bankrupt or
insolvent, or approving as properly filed a petition seeking        
reorganization, arrangement, adjustment or composition of or in     
respect of the Company or a Significant Subsidiary under any        
 applicable Federal or State law, or appointing a custodian, receiver,
 liquidator, assignee, trustee, sequestrator or other similar official
 of the Company or a Significant Subsidiary 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 or a
Significant Subsidiary 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 or a
 Significant Subsidiary 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 similar official of the Company or a Significant Subsidiary 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 or a          
Significant Subsidiary in furtherance of any such action; or        

                  (7) acceleration of Indebtedness of the Company or
any Significant Subsidiary aggregating more than $50 million so that
such Indebtedness becomes due prior to the date on which the same   
would otherwise become due and payable, unless such acceleration is 
rescinded, annulled or otherwise cured prior to the giving of the   
notice referred to in the first paragraph of Section 6.02 with      
respect to the Securities of such series; or                        

                  (8) final and nonappealable judgments or orders to
 pay, in the aggregate at any one time, more than $50 million rendered
by a court of competent jurisdiction against the Company or a       
 Significant Subsidiary, continued for 90 days (during which execution
shall not be effectively stayed or bonded) without discharge or     
reduction to $50 million or less; or                                

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

SECTION 6.02 Acceleration of Maturity; Rescission and Annulment.                

       If an Event of Default with respect to Securities of any series
at the time Outstanding occurs and is continuing, then in every such case       
the Trustee or the Holders of not less than 25 percent in principal amount      
of the Outstanding Securities of that series may declare the principal          
amount (or, if the Securities of that series are Original Issue Discount        
Securities, such portion of the principal amount as may be specified in the     
terms of that series) of all of the Securities of that series to be due and     
payable immediately, by a notice in writing to the Company (and to the          
Trustee if given by Holders), and upon any such declaration such principal      
amount (or specified amount) shall become immediately due and payable;          
provided, however, that in the case of any Event of Default with respect to     
the Company specified in clause (5) or (6) of Section 6.01, such amount         
shall become immediately due and payable without any notice, declaration or     
other act on the part of the Trustee or any Holder.                             

 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 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 nonpayment of the principal of Securities
of that series which have become due solely by such declaration of  
acceleration, have been cured or waived as provided in Section 6.12.

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

SECTION 6.03 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 or Coupon, if any, 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 or Coupons, if any, the whole amount then        
due and payable on such Securities for principal (and premium, if any) and      
interest and, to the extent that payment of such interest shall be legally      
enforceable, interest on any overdue principal (and premium, if any) and on     
any overdue interest, at the rate or rates prescribed therefor in such          
Securities or Coupons, if any, and, in addition thereto, such further           
amount as shall be sufficient to cover the costs and expenses of                
collection, including the reasonable compensation, expenses, disbursements      
and advances of the Trustee, its agents and counsel.                            

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

       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 6.04 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 6.05  Trustee May File Proofs of Claim.                                 

     The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of       
the Trustee, any predecessor Trustee and the Holders allowed in any             
judicial proceedings relative to the Company, its creditors or its              
property.                                                                       

 Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any          
Holder any plan of reorganization, arrangement, adjustment or composition       
affecting the Securities or the rights of any Holder thereof, or to             
authorize the Trustee to vote in respect of the claim of any Holder in any      
such proceeding.                                                                

SECTION 6.06 Application of Money Collected.                                    

      Any money collected by the Trustee pursuant to this Article in
respect of the Securities of any series shall be applied in the following       
order, at the date or dates fixed by the Trustee and, in case of the            
distribution of such money on account of principal (or premium, if any) or      
interest on the Securities of such series, upon presentation of the             
Securities and Coupons, if any, appertaining thereto in respect of which        
moneys have been collected and the notation thereon of the distribution if      
such principal, premium and interest is only partially paid and upon            
surrender thereof if fully paid:                                                

           First:  To the payment of all amounts due the Trustee under Section
7.05; and                                                           

     Second: To the payment of the amounts then due and unpaid for
principal of (and 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 premium, if any) and interest, respectively.         

SECTION 6.07 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 percent 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 6.08 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 6.09 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 6.06, 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 6.10  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 or by the Holders, as the case may be.                              

SECTION 6.11 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 (i) be in conflict with any
rule of law or with this Indenture, (ii) expose the Trustee to      
personal liability, or (iii) be unduly prejudicial to Holders not   
joining therein, and                                                

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

SECTION 6.12 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 a default                   

                (1)  in the payment of the principal of (or premium, if any)
or interest on any Security of such series, or                      

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

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

SECTION 6.13 Waiver of 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 stay or extension     
law wherever enacted, now or at any time hereafter in force, which may          
affect the covenants or the performance of this Indenture; and the Company      
(to the extent that it may lawfully do so) hereby expressly waives all          
benefit or advantage of any such law and covenants that it will not hinder,     
delay or impede the execution of any power herein granted to the Trustee,       
but will suffer and permit the execution of every such power as though no       
such law had been enacted.                                                      

SECTION 6.14 Undertaking for Costs.                                             

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

SECTION 6.15 Judgment Currency.                                                 

    The following provisions of this Section 6.15 shall apply to
the extent permissible under applicable law: Judgments in respect of any        
obligations of the Company under any Securities or Coupons, if any, of any      
series shall be rendered in the currency or currency unit in which such         
Securities or Coupons are payable. If for the purpose of obtaining a            
judgment in any court with respect to any obligation of the Company             
hereunder or under any Security or Coupon, it shall become necessary to         
convert into any other currency or currency unit any amount in the currency     
or currency unit due hereunder or under such Security or Coupon, then such      
conversion shall be made at the Conversion Rate (as defined below) as in        
effect on the date the Company shall make payment to any person in              
satisfaction of such judgment. If pursuant to any such judgment, conversion     
shall be made on a date other than the date payment is made and there shall     
occur a change between such Conversion Rate and the Conversion Rate as in       
effect on the date of payment, the Company agrees to pay such additional        
amounts (if any) as may be necessary to ensure that the amount paid is the      
amount in such other currency or currency unit which, when converted at the     
Conversion Rate as in effect on the date of payment or distribution, is the     
amount then due hereunder or under such Security or Coupon. Any amount due      
from the Company under this Section 6.15 shall be due as a separate debt        
and is not to be affected by or merged into any judgment being obtained for     
any other sums due hereunder or in respect of any Security or Coupon so         
that in any event the Company's obligations hereunder or under such             
Security or Coupon will be effectively maintained as obligations in such        
currency or currency unit. In no event, however, shall the Company be           
required to pay more in the currency or currency unit due hereunder or          
under such Security or Coupon at the Conversion Rate as in effect when          
payment is made than the amount of currency or currency unit stated to be       
due hereunder or under such Security or Coupon.                                 

       For purposes of this Section 6.15, "Conversion Rate" shall mean
the spot rate at which in accordance with normal banking procedures the         
currency or currency unit into which an amount due hereunder or under any       
Security or Coupon is to be converted could be purchased with the currency      
or currency unit due hereunder or under any Security or Coupon, at the          
option of the Company from major banks located in the Cities of New York or     
London or any other principal market for such purchased currency or             
currency unit.                                                                  

ARTICLE VII           

THE TRUSTEE           

SECTION 7.01 Certain Rights of Trustee.                                         

             (1) Except during the continuance of an Event of Default,
(A) the Trustee may rely, in the absence of bad faith on its part, as to        
the truth of the statements and the correctness of the opinions expressed       
therein, 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 furnished to the            
Trustee and believed by the Trustee to be genuine and to have been signed       
or presented by the proper party or parties, but, in the case of any such       
papers or documents which by any provision hereof are specifically required     
to be furnished to the Trustee, the Trustee shall be under a duty to            
examine the same to determine whether or not they conform to the                
requirements of this Indenture and (B) the Trustee undertakes to perform        
such duties and only such duties as are specifically set forth in the           
Indenture and no implied covenants or obligations shall be read into this       
Indenture against the Trustee.                                                  

         (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 may be sufficiently          
evidenced by a Board Resolution.                                                

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

            (4) The Trustee may consult with counsel and the 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.                                                                       

           (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.                                                  

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

  (9) If an Event of Default has occurred and is
continuing, the Trustee shall exercise its rights and powers and use the        
same degree of care and skill in their exercise as a prudent person would       
exercise in the conduct of his or her own affairs.                              

             (10) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own        
negligent failure to act or its own willful misconduct, except that the         
Trustee shall not be liable for any error of judgment made in good faith by     
a Responsible Officer, unless it shall be proved that the Trustee was           
negligent in ascertaining the pertinent facts.                                  

            (11) The Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in            
accordance with the direction of Holders of a majority in principal amount      
of the Outstanding Securities relating to the time, method and place of         
conducting any proceeding for any remedy available to the Trustee or            
exercising any trust or power conferred upon the Trustee, under this            
Indenture.                                                                      

            (12) 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 7.01.                                                

SECTION 7.02 Not Responsible for Recitals or Issuance of Securities.            

       The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements      
of the Company, and the Trustee assumes no responsibility for their             
correctness. The Trustee makes no representations as to the validity or         
sufficiency of this Indenture or of the Securities. The Trustee shall not       
be accountable for the use or application by the Company of Securities or       
the proceeds thereof.                                                           

SECTION 7.03  May Hold Securities.                                              

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

SECTION 7.04 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 7.05 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 as agreed to 
by the Company and the Trustee (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 liability in connection with the exercise of performance of
any of its powers or duties hereunder.                              

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

SECTION 7.06 Resignation and Removal; Appointment of Successor.                 

          (1) The Trustee may resign at any time with respect to
the Securities of one or more series by giving 30 days written notice           
thereof to the Company. If the instrument of acceptance by a successor          
Trustee required by Section 7.07 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.                                                                         

           (2) 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.                                                 

(3)  If at any time:                        

                 (A) the Trustee shall fail to comply with Section
3.10(b) of the Trust Indenture Act 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   

                (B) the Trustee shall cease to be eligible under
    Section 3.10(a) of the Trust Indenture Act and shall fail to
      resign after written request therefor by the Company or by any
such Holder, or                                         

                    (C)  the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or       
of its property shall be appointed or any public officer shall take charge      
or control of the Trustee or of its property or affairs for the purpose of      
rehabilitation, conservation or liquidation,                                    

then, in any such case, (i) the Company by a Board Resolution may   
 remove the Trustee with respect to all Securities, or (ii) 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.                                                

       (4) 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 7.07. 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 may 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 7.07,     
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 7.07, 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.                

      (5) 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 in the manner provided in Section 1.06. 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 7.07 Acceptance of Appointment by Successor.                            

           (1) In case of the appointment hereunder of a successor
Trustee with respect to any series of 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.                              

           (2) 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 (i) 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, (ii) 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 (iii) 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.                              

       (3) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly      
vesting in and confirming to such successor Trustee all such rights, powers     
and trusts referred to in paragraph (1) or (2) of this Section, as the case     
may be.                                                                         

         (4) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be           
qualified and eligible under the Trust Indenture Act.                           

SECTION 7.08  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 7.09 Reports by Trustee.                                                

    Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Securities pursuant to this            
Indenture, the Trustee shall transmit by mail to all Holders of Securities      
as provided in Trust Indenture Act Section 313(c) a brief report dated as       
of such May 15 in accordance with and to the extent required under Trust        
Indenture Act Section 313(a).                                                   

SECTION 7.10  Corporate Trustee Required; Eligibility.                          

      There shall at all times be a Trustee hereunder which shall be
a Person that is eligible pursuant to the Trust Indenture Act to act as         
such. Each successor Trustee shall have a combined capital and surplus of       
at least $50,000,000. If such Person publishes reports of condition at          
least annually, pursuant to law or to the requirements of a supervising or      
examining authority, then for the purposes of this Section 7.10, the            
combined capital and surplus of such Person shall be deemed to be its           
combined capital and surplus as set forth in its more recent report of          
condition so published. If at any time the Trustee shall cease to be            
eligible in accordance with the provisions of this Section, it shall resign     
immediately in the manner and with the effect hereinbefore specified in         
this Article Seven.                                                             

SECTION 7.11 Notice of Events of Default.                                       

      The Trustee shall give the Holders of any series of Securities
notice in writing of any Event of Default with respect to Securities of         
such series as and to the extent provided by the Trust Indenture Act.           

SECTION 7.12  Disqualification; Conflicting Interests.                          

    The Trustee shall comply with the terms of Section 310(b) of
the Trust Indenture Act.                                                        

ARTICLE VIII        

CONSOLIDATION, MERGER OR SALE           

SECTION 8.01 Consolidation, Merger or Sale.                                     

       Subject to the provisions of Section 8.03, nothing contained in
this Indenture or in any of the Securities shall prevent any consolidation      
or merger of the Company with or into any other corporation or corporations     
(whether or not affiliated with the Company), or successive consolidations      
or mergers in which the Company or its successor or successors shall be a       
party or parties, or shall prevent any sale, conveyance or lease of all or      
substantially all the property of the Company to any other corporation          
(whether or not affiliated with the Company) authorized to acquire and          
operate the same; provided, however, and the Company hereby covenants and       
agrees, that any such consolidation, merger, sale, conveyance or lease          
shall be upon the conditions that (a) the corporation (if other than the        
Company) formed by or surviving any such consolidation or merger, or to         
which such sale, conveyance or lease shall have been made, shall be a           
corporation organized under the laws of the United States, any State            
thereof or the District of Columbia; (b) the due and punctual payment of        
the principal of, premium, if any and interest, if any, on all the              
Securities and Coupons, according to their tenor, and the due and punctual      
performance and observance of all of the covenants and conditions of this       
Indenture to be performed by the Company, shall be expressly assumed and        
the conversion rights, if any, shall be provided for in accordance with         
Article IV, by supplemental indenture satisfactory in form to the Trustee       
executed and delivered to the Trustee, by the corporation (if other than        
the Company) formed by such consolidation, or into which the Company shall      
have been merged, or by the corporation which shall have acquired or leased     
such property; and (c) immediately after giving effect to such transaction,     
no Event of Default, and no event which after notice or lapse of time or        
both would become an Event of Default, shall have happened and be               
continuing.                                                                     

SECTION 8.02  Successor Corporation to Be Substituted.                          

      In case of any such consolidation, merger, sale, conveyance or
lease and upon the assumption by the successor corporation, by supplemental     
indenture, executed and delivered to the Trustee and satisfactory in form       
to the Trustee, of the due and punctual payment of the principal of and         
interest, if any, on all of the Securities and the due and punctual             
performance of all the covenants and conditions of this Indenture to be         
performed by the Company, such successor corporation shall succeed to and       
be substituted for the Company, with the same effect as if it had been          
named herein as the party of the first part, and the Company (including any     
intervening successor to the Company which shall have become the obligor        
hereunder) shall, except in the case of a lease, be relieved of any further     
obligation under this Indenture and the Securities; provided, however, that     
in the case of a sale or conveyance of the property of the Company              
(including any such intervening successor) in connection with which there       
is not a plan providing for the complete liquidation of the Company             
(including any such intervening successor), the Company (including any such     
intervening successor) shall continue to be liable on (a) its obligations       
under this Indenture and the Securities to the extent of liability to pay       
the principal of and interest, if any, on the Securities at the time,           
places and rate prescribed in this Indenture and the Securities and (b)         
obligations the Company may have under a supplemental indenture pursuant to     
Section 4.05. Such successor corporation thereupon may cause to be signed,      
and may issue either in its own name or in the name of the Company, any or      
all of the Securities issuable hereunder which theretofore shall not have       
been signed by the Company and delivered to the Trustee; and, upon the          
order of such successor corporation instead of the Company and subject to       
all the terms, conditions and limitations in this Indenture prescribed, the     
Trustee shall authenticate and shall deliver any Securities which               
previously shall have been signed and delivered by the officers of the          
Company to the Trustee for authentication, and any Securities which such        
successor corporation thereafter shall cause to be signed and delivered to      
the Trustee for that purpose. All the Securities so issued shall in all         
respects have the same legal rank and benefit under this Indenture as the       
Securities theretofore or thereafter issued in accordance with the terms of     
this Indenture as though all of such Securities had been issued at the date     
of the initial issuance of the Securities of such series.                       

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

SECTION 8.03  Securities to Be Secured in Certain Events.                       

   If, upon any consolidation or merger or sale, conveyance or
lease to which Section 8.02 applies, or upon any acquisition by the Company     
by purchase or otherwise of all or any part of the properties of any other      
Person, any Principal Property or shares of stock or evidences of               
indebtedness of a Subsidiary owned by the Company or a Subsidiary               
immediately prior thereto would thereupon become subject to any mortgage,       
security interest, pledge, lien or encumbrance to secure indebtedness for       
money borrowed by any Person (which indebtedness shall be deemed to be          
Secured Debt of the Company for purposes of the last paragraph of Section       
10.09), the Company, immediately prior to such consolidation, merger, sale,     
conveyance, lease or acquisition will, unless the incurrence of such            
Secured Debt is permitted by Section 10.09, by indenture supplemental           
hereto secure the due and punctual payment of the principal of, premium, if     
any, and interest, if any, on the Securities then Outstanding (equally and      
ratably with any other indebtedness entitled thereto immediately following      
such transaction).                                                              

ARTICLE IX            

SUPPLEMENTAL INDENTURES           

SECTION 9.01 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 corporation to
 the Company and the assumption by any such successor of the covenants
of the Company contained 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 with respect to
all or any series of Securities; 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 provide for uncertificated (commonly known as "book entry")   
Securities on terms satisfactory in substance to the Trustee; or    

            (5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series  
  created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; or                       

(6)  to secure the Securities; or           

            (7)  to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 3.01; 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 7.07(2); or    

            (9) if allowed without penalty under applicable laws and
 regulations, to permit payment in the United States (including any of
the states and the District of Columbia), its territories, its      
 possessions and other areas subject to its jurisdiction of principal,
premium, if any, or interest, if any, on Bearer Securities or       
Coupons, if any; 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 such 
other provision shall not adversely affect the interests of the     
Holders of Securities of any series in any material respect; or     

         (11) to add to, delete from or revise the conditions,
limitations on the authorized amount, terms or purposes of issue,   
authentication and delivery of the Securities, as herein set forth; 
or                                                                  

         (12) to make provision with respect to the conversion
rights of Holders pursuant to the requirements of Section 4.05.     

SECTION 9.02 Supplemental Indentures with Consent of Holders.                   

       With the consent of (i) the Holders of not less than a majority
in principal amount of the Outstanding Securities, or (ii) in case less         
than all of the several series of Securities are affected by such addition,     
change, elimination or modification, the Holders of not less than a             
majority in principal amount of each series so affected by such                 
supplemental indenture voting as a single class, by Act of said Holders         
delivered to the Company and the Trustee, the Company, when authorized by a     
Board of 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      
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 that 
would be due and payable upon a declaration of acceleration of the  
Maturity thereof pursuant to Section 6.02, or change the coin or    
currency in which, or delete any country from the Places of Payment 
(other than any such country in which, in the good faith            
determination of the Board of Directors, the functions to be        
performed in the Places of Payment in such country are no longer    
practicably performable) in which, any Securities or Coupons or any 
premium or the interest thereon is payable, or impair the right to  
institute suit for the enforcement of any such payment on or after  
the Stated Maturity thereof (or, in the case of redemption or       
repurchase (in the case of Securities of a series that are required 
to be repurchased by the Company as specified pursuant to Section   
3.01), on or after the Redemption Date or the repurchase date, as   
applicable), 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)  change any obligation of the Company to maintain an
    office or agency in the places and for the purposes specified in Section
10.02, or                                                           

          (4) modify any of the provisions of this Section 9.02,
Section 6.11, or Section 10.07, except to increase any such         
percentage or to provide with respect to any particular series the  
 right to condition the effectiveness of any supplemental indenture as
to that series on the consent of the Holders of a specified         
percentage of the aggregate principal amount of Outstanding         
Securities of such series (which provision may be made pursuant to  
Section 3.01 without the consent of any Holder) or to provide that  
certain other provisions of this Indenture cannot be modified or    
 waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be  
deemed to require the consent of any Holder with respect to changes 
in the references to "the Trustee" and concomitant changes in this  
Section, or the deletion of this proviso, in accordance with the    
requirements of Sections 7.07(2) and 9.01(8), or                    

             (5) if applicable, make any change that adversely affects
the right to convert any Convertible Security or, except as provided
in this Indenture, decrease the conversion rate or increase the     
conversion price of any Convertible Security.                       

       For the purposes of this Section 9.02, if the Securities of any
series are issuable upon the exercise of warrants, any holder of an             
unexercised and unexpired warrant with respect to such series shall not be      
deemed to be a Holder of Outstanding Securities of such series in the           
amount issuable upon the exercise of such warrants.                             

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 9.03 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 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 9.04 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 9.05  Conformity with Trust Indenture Act.                              

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

SECTION 9.06 Reference in Securities to Supplemental Indentures.                

      Securities, including any Coupons, 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       
including any Coupons 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 including any Coupons     
of such series.                                                                 

ARTICLE X             

COVENANTS           

SECTION 10.01 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        
premium, if any) and interest on the Securities of that series by               
delivering said principal of (and premium, if any) and interest thereon in      
immediately available funds to the Paying Agent no later than 10 a.m., New      
York time, on the Stated Maturity and otherwise in accordance with the          
terms of the Securities and this Indenture.                                     

    The interest on Securities with Coupons appertaining thereto
shall be payable only upon presentation and surrender of the several            
Coupons for such interest installments as are evidenced thereby as they         
severally mature. The interest, if any, on any temporary Bearer Security        
shall be paid, as to any installment of interest evidenced by a Coupon          
attached thereto, only upon presentation and surrender of such Coupon and,      
as to other installments of interest, only upon presentation of such            
Security for notation thereon of the payment of such interest.                  

SECTION 10.02 Maintenance of Office or Agency.                                  

      If Securities of a series are issued as Registered Securities,
the Company will maintain in each Place of Payment for any series of            
Securities an office or agency where Securities and Coupons, if any, of         
that series may be presented or surrendered for payment, where securities       
of that series may be surrendered for registration of transfer or exchange      
and where notices and demands to or upon the Company in respect of the          
Securities of that series and this Indenture may be served. If Securities       
of a series are issuable as Bearer Securities, the Company will maintain,       
(A) subject to any laws or regulations applicable thereto, an office or         
agency in a Place of Payment for that series which is located outside the       
United States, where Securities of that series and related coupons may be       
presented and surrendered for payment; provided, however, that if the           
Securities of that series are listed on The International Stock Exchange of     
the United Kingdom and the Republic of Ireland Limited, the Luxembourg          
Stock Exchange or any other stock exchange located outside the United           
States and such stock exchange shall so require, the Company will maintain      
a Paying Agent for the Securities of that series in London, Luxembourg or       
any other required city located outside the United States, as the case may      
be, so long as the Securities of that series are listed on such exchange,       
and (B) subject to any laws or regulations applicable thereto, an office or     
agency in a Place of Payment for that series located outside the United         
States, where Securities of that series may be surrendered for exchange 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 any such office or agency. If Securities of a        
series are issuable as Convertible Securities, the Company will maintain an     
office or agency where such Securities may be presented for conversion          
("Conversion Agent"). 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.                                 

      No payment of principal or interest on Bearer Securities shall
be made at any office or agency of the Company in the United States, by         
check mailed to any address in the United States, by transfer to an account     
located in the United States or upon presentation or surrender in the           
United States of a Bearer Security or coupon for payment, even if the           
payment would be credited to an account located outside the United States;      
provided, however, that, if the Securities of a series are denominated and      
payable in Dollars, payment of principal of and any interest on any such        
Bearer Security may be made at the office of the Company's Paying Agent in      
the Borough of Manhattan, the City of New York, New York if (but only if)       
payment in Dollars of the full amount of such principal, interest or            
additional amounts, as the case may be, at all offices or agencies outside      
the United States maintained for the purpose by the Company in accordance       
with this Indenture is illegal or effectively precluded by exchange             
controls or other similar restrictions.                                         

    The Company may also from time to time designate one or more
other offices or agencies where the Securities (including any Coupons, if       
any) 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 recession shall in any           
manner relieve the Company of its obligation to maintain an office or           
agency in each Place of Payment for Securities (including any Coupons, if       
any) 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 10.03  Money for Securities Payments to Be Held in Trust.               

    If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due        
date of the principal of (and premium, if any) or interest on any of the        
Securities of that series, segregate and hold in trust for the benefit of       
the Persons entitled thereto a sum sufficient to pay the principal (and         
premium, if any) or interest 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.                 

  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) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities of that
 series in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as 
herein provided;                                                    

             (2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the    
making of any payment of principal (and premium, if any) or interest
on the Securities; and                                              

      (3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to  
the Trustee all sums so held in trust by such Paying Agent.         

     The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,     
or by Company Order direct any Paying Agent to pay, to the Trustee all sums     
held in trust by the Company or such Paying Agent, such sums to be held by      
the Trustee upon the same trusts as those upon which such sums were held by     
the Company or such Paying Agent; and, upon such payment by any Paying          
Agent to the Trustee, such Paying Agent shall be released from all further      
liability with respect to such money.                                           

    Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and     
premium, if any) or interest on any Security of any series and remaining        
unclaimed for three years after such principal (and premium, if any) 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 and Coupon, if any, shall                
thereafter, as an unsecured general creditor, look only to the Company for      
payment thereof, and all liability of the Trustee or such Paying Agent with     
respect to such trust money, and all liability of the Company as trustee        
thereof, shall thereupon cease; 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 the City of New York or mail to each such Holder or      
both, or, if a Registered Security, cause to be mailed to such Holder,          
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 or mailing, any unclaimed balance of such money then remaining      
will be repaid to the Company.                                                  

SECTION 10.04 Maintenance of Properties and Corporate Existence.                

       The Company shall, and shall cause each of its Subsidiaries to,
(a) maintain its properties and assets used or useful in its business in        
good working order and condition and make all necessary repairs, renewals,      
replacements, additions, betterments and improvements thereto; (b) maintain     
with financially sound and reputable insurers such insurance as may be          
required by law and such other insurance, to such extent and against such       
hazards and liabilities, as is customarily maintained by companies              
similarly situated; and (c) keep books of records and accounts reflecting       
all of its business affairs and transactions in accordance with sound           
business practices, and reflect in its financial statements adequate            
accruals and reserves, all in accordance with generally accepted accounting     
principles.                                                                     

   Subject to Article VIII, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its     
corporate existence, rights (charter and statutory) and franchises and          
those of its Subsidiaries; provided, however, that the Company shall not be     
required to preserve or cause to be preserved any such right or franchise       
if the Board of Directors shall determine that the preservation thereof is      
no longer desirable in the conduct of the business of the Company and that      
the loss thereof is not disadvantageous in any material respect to the          
Holders.                                                                        

SECTION 10.05  Statements as to Compliance                                      

      The Company will deliver to the Trustee, within 105 days after
the end of each fiscal year (which on the date hereof ends on the last          
Sunday in each calendar year) of the Company, a certificate from the            
principal executive officer, principal financial officer or principal           
accounting officer stating whether or not the signer knows of any default       
by the Company in the performance or observance of any of the terms,            
provisions or conditions hereof. If such signer knows of such a default,        
the certificate shall describe the default. For purposes of this Section        
10.05, such compliance shall be determined without regard to any period of      
grace or requirement of notice under this Indenture.                            

SECTION 10.06 Commission Reports.                                               

     The Company shall file with the Trustee, within 15 days after
it files them with the Commission, copies of the annual reports and of the      
information, documents and other reports (or copies of such portions of any     
of the foregoing as the Commission may by rules and regulations prescribe)      
which the Company may be required to file with the Commission pursuant to       
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. So      
long as the Securities remain outstanding, the Company shall cause any          
annual or quarterly or other financial reports furnished by it to               
shareholders to be mailed to the Holders at their addresses appearing in        
the Security Register.                                                          

SECTION 10.07 Waiver of Covenant.                                               

      The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Sections 10.09 and 10.10, if      
before the time for such compliance the Holders of (i) a majority in            
principal amount of the Outstanding Securities or (ii) in case less than        
all of the several series of Securities then Outstanding are affected by        
the omission, at least a majority in principal amount of the Outstanding        
Securities of each series so affected voting as a single class 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.                                                          

SECTION 10.08 Additional Instruments and Acts.                                  

 Upon request by the Trustee, the Company will execute and
deliver such additional instruments and take such action as may be              
reasonably necessary or proper to carry out more fully the purposes of this     
Indenture.                                                                      

SECTION 10.09  Restriction on Creation of Liens                                 

  The Company shall not at any time create, incur, assume or
guarantee, and shall not cause, suffer or permit a Subsidiary to create,        
incur, assume or guarantee, any Secured Debt without making effective           
provision (and the Company covenants that in such case it will make or          
cause to be made such effective provision) whereby the Securities then          
Outstanding and any other indebtedness of or guaranteed by the Company or       
such Subsidiary then entitled thereto, subject to applicable priorities of      
payment among such other indebtedness, shall be secured by the mortgage,        
security interest, pledge, lien or encumbrance relating to such Secured         
Debt equally and ratably with or, at the option of the Company, prior to,       
any and all other obligations and indebtedness thereby secured, so long as      
any such other obligations and indebtedness shall be so secured; provided,      
however, that the foregoing covenants shall not be applicable to the            
following:                                                                      

(1)(i) Any mortgage, security interest, pledge, lien or 
encumbrance on any property hereafter acquired (including acquisition           
through merger or consolidation), improved or constructed by the Company or     
a Subsidiary and created contemporaneously with, or within 180 days after,      
such acquisition (or, in the case of property constructed or improved,          
within 180 days after the completion and commencement of commercial             
operation of such property) to secure or provide for the payment of all or      
any part of the purchase price of such property or the cost of the              
construction thereof, as the case may be; or (ii) the acquisition of            
property subject to any mortgage, security interest, pledge, lien or            
encumbrance upon such property existing at the time of the acquisition          
thereof, whether or not assumed by the Company or such Subsidiary; or (iii)     
any mortgage, security interest, pledge, lien or encumbrance existing on        
the property or on the outstanding shares or indebtedness of a corporation      
at the time such corporation shall become a Subsidiary (but not created in      
anticipation of the transaction in which such corporation shall become a        
Subsidiary); or (iv) any mortgage, security interest, pledge, lien or           
encumbrance on the property, shares or indebtedness of a corporation            
existing at the time such corporation is merged into or consolidated with       
the Company or a Subsidiary or at the time of a sale, lease or other            
disposition of the properties of a corporation or firm as an entirety or        
substantially as an entirety to the Company or a Subsidiary (but not            
created in anticipation of such transaction); or                                

(2) Any mortgage, security interest, pledge, lien or    
encumbrance on property of the Company or a Subsidiary in favor of the          
United States or any State thereof or any foreign government, or any            
department, agency or instrumentality or political subdivision of any           
thereof, to secure partial, progress, advance or other payments pursuant to     
any contract or statute or to secure any indebtedness incurred for the          
purpose of financing all or any part of the purchase price or the cost of       
construction of the property subject to such mortgages; or                      

(3) Any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any mortgage,      
security interest, pledge, lien, encumbrance or Secured Debt referred to in     
the foregoing subparagraphs (1) and (2); provided, however, that the            
principal amount of Secured Debt secured thereby shall not exceed the           
principal amount outstanding at the time of such extension, renewal or          
replacement, and that such extension, renewal or replacement shall be           
limited to the property which secured the mortgage, security interest,          
pledge, lien or encumbrance so extended, renewal or replaced.                   

       Notwithstanding the foregoing provisions of this Section 10.09,
the Company and any one or more Subsidiaries may create, incur, assume or       
guarantee Secured Debt (including pursuant to a transaction to which            
Section 8.03 applies) not otherwise permitted or excepted without equally       
and ratably securing the Securities to the extent that the sum of (i) the       
amount of all Secured Debt then outstanding (other than Secured Debt            
referred to in subparagraphs (1), (2) and (3) above and Secured Debt deemed     
outstanding under Section 8.03 in connection with which the Company secures     
obligations on the Securities then outstanding in accordance with the           
provisions of Section 8.03) after giving effect thereto plus (ii) the           
amount of Attributable Debt in respect of Sale and Leaseback Transactions       
(other than Sale and Leaseback Transactions in respect of which amounts         
equal to the Attributable Debt relating to the transactions shall have been     
applied, within 180 days after the effective date of such Sale and              
Leaseback Transaction, to the prepayment or retirement of Securities or         
other indebtedness for borrowed money which was recorded as Funded Debt, as     
of the date of its creation, of the Company or a Subsidiary and which, in       
the case of such indebtedness of the Company, is not subordinate and junior     
in right of payment to the Securities and Sale and Leaseback Transactions       
in which the property involved would have been permitted to be subjected to     
a mortgage, security interest, pledge, lien or encumbrance pursuant to          
subparagraphs (1) through (3)) above does not at the time exceed the            
greater of ten percent of Consolidated Net Tangible Assets or $100,000,000.     

SECTION 10.10 Restrictions on Sale and Leaseback Transactions.                  

       The Company shall not, and will not cause, suffer or permit any
Subsidiary to, enter into any Sale and Leaseback Transaction of any             
Principal Property unless at the effective time of such Sale and Leaseback      
Transaction (a) the Company or such Subsidiary would be entitled, without       
equally and ratably securing the Securities, to incur Secured Debt secured      
by a mortgage or security interest on the Principal Property to be leased       
pursuant to Section 10.09 above, or (b) the Company or such Subsidiary          
would be entitled, without equally and ratably securing the Securities, to      
incur Secured Debt in an amount at least equal to the Attributable Debt in      
respect of such Sale and Leaseback Transaction, or (c) the Company shall        
apply an amount equal to such Attributable Debt, within 180 days after the      
effective date of such Sale and Leaseback Transaction, to the prepayment or     
retirement of Securities or other indebtedness for borrowed money which was     
recorded as Funded Debt as of the date of its creation and which, in the        
case of such indebtedness of the Company, is not subordinate and junior in      
right of payment to the prior payment of the Securities or the prepayment       
or retirement of any mortgage, lien or other security interest in such          
Principal Property existing prior to such Sale and Leaseback Transaction;       
provided, however, that the amount to be so applied to the retirement of        
such indebtedness shall be reduced by (i) the aggregate principal amount of     
any Securities delivered within 180 days of the effective date of any such      
Sale and Leaseback Transaction to the Trustee for retirement and                
cancellation, and (ii) the aggregate principal amount of such indebtedness      
(other than the Securities) retired by the Company or a Subsidiary within       
180 days of the effective date of any such Sale and Leaseback Transaction.      

SECTION 10.11  Names and Addresses of Holders.                                  

 The Company shall furnish of cause to be furnished to the
Trustee (a) not more than 15 days after each Regular Record Date as defined     
in Section 1.01 but in any event not less frequently than semi-annually, a      
list in such form as the Trustee may reasonably require, containing all the     
information in the possession or control of the Company or any of its           
Paying Agents other than the Trustee, as to the names and addresses of the      
Holders of Securities to which such Regular Record Date applies as of such      
Regular Record Date, and (b) at such other times as the Trustee may request     
in writing, within 30 days after 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 no such list need       
be furnished if the Trustee shall be the Security Registrar.                    

ARTICLE XI              

REDEMPTION OF SECURITIES            

SECTION 11.01 Applicability of Article.                                         

      Securities (including Coupons, if any) 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 3.01 for Securities of any series) in accordance with this Article.     

SECTION 11.02 Election to Redeem; Notice to Trustee.                            

       The election of the Company to redeem any Securities (including
Coupons, if any) shall be evidenced by a Board Resolution. In case of any       
redemption at the election of the Company of all or less than all of the        
Securities (including Coupons, if any) of any series, 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 and of the principal amount of Securities of such          
series to be redeemed. In the case of any redemption of Securities              
(including Coupons, if any) prior to the expiration of any restriction on       
such redemption provided in the terms of such Securities and Coupons,           
if any, or elsewhere in this Indenture, the Company shall furnish the           
Trustee with an Officers' Certificate evidencing compliance with such           
restriction.                                                                    

SECTION 11.03 Selection by Trustee of Securities to Be Redeemed.                

      If less than all the Securities (including Coupons, if any) of
any series with the same terms are to be redeemed, the particular               
Securities (including Coupons, if any) to be redeemed shall be selected not     
more than 60 days prior to the Redemption Date by the Trustee, from the         
Outstanding Securities (including Coupons, if any) of such series not           
previously called for redemption, by lot or any other such method as the        
Trustee shall deem fair and appropriate and which may provide for the           
selection for redemption of portions (equal to the minimum authorized           
denomination for Securities (including Coupons, if any) of that series or       
any integral multiple thereof) of the principal amount of Securities            
(including Coupons, if any) of such series of a denomination larger than        
the minimum authorized denomination for Securities of that series.              

       The Trustee shall promptly notify the Company in writing of the
Securities (including Coupons, if any) selected for redemption and, in the      
case of any Securities selected for partial redemption, the principal           
amount thereof to be redeemed.                                                  

For all purposes of this Indenture, unless the context  
otherwise requires, all provisions relating to the redemption of Securities     
shall relate, in the case of any 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 11.04 Notice of Redemption.                                             

     Notice of redemption shall be given not less than 15 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to      
be redeemed, as provided in Section 1.06.                                       

   Each such notice of redemption shall specify the Redemption
Date, the Redemption Price, the Place or Places of Payment, that the            
Securities of such series are being redeemed at the option of the Company       
pursuant to provisions contained in the terms of the Securities of such         
series or in a supplemental indenture establishing such series, if such be      
the case, together with a brief statement of the facts permitting such          
redemption, that payment will be made upon presentation and surrender of        
the applicable Securities, that all Coupons, if any, maturing subsequent to     
the date fixed for redemption shall be void, that any interest accrued to       
the Redemption Date will be paid as specified in said notice, that on and       
after said Redemption Date any interest thereon or, in case of partial          
redemptions, on the portions thereof to be redeemed, will cease to accrue,      
and, if applicable, that on or after said Redemption Date such Securities       
will cease to be convertible into Common Stock. If less than all the            
Securities of any series are to be redeemed the notice of redemption shall      
specify the numbers of the Securities of such series to be redeemed, and,       
if only Bearer Securities of any series are to be redeemed, and if such         
Bearer Securities may be exchanged for Registered Securities, the last date     
on which exchanges of Bearer Securities for Registered Securities not           
subject to redemption may be made. In case any Security of any series is to     
be redeemed in part only, the notice of redemption shall state the portion      
of the principal amount thereof to be redeemed and shall state that on and      
after the Redemption Date, upon surrender of such Security and any Coupons      
appertaining thereto, a new Security or Securities of such series in            
principal amount equal to the unredeemed portion thereof and with               
appropriate Coupons will be issued, or, in the case of Registered               
Securities providing appropriate space for such notation, at the option of      
the Holders, the Trustee, in lieu of delivering a new Security or               
Securities as aforesaid, may make a notation on such Security of the            
payment of the redeemed portion thereof.                                        

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

SECTION 11.05 Deposit of Redemption Price.                                      

 On or before 10 a.m. New York time on (but in the case of
payments to be made at a Place of Payment outside of the United States, its     
territories, possessions and areas subject to its jurisdiction, at least        
one New York Business Day before) any Redemption Date, the Company shall        
deposit in immediately available funds 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 10.03) an amount of money in the           
relevant currency (or a sufficient number of currency units, as the case        
may be) 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.                           

SECTION 11.06  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        
and, if applicable, shall cease to be convertible into Common Stock. Except     
as provided in the next succeeding paragraph, upon surrender of any such        
Security (including Coupons, if any) 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 installments of interest on Registered Securities whose Stated             
Maturity is on or prior to the Redemption Date shall be payable to the          
Holders of such Securities, or one or more Predecessor Securities,              
registered as such at the close of business on the relevant Record Dates        
according to their terms and the provisions of Section 3.07.                    

      If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date,      
such Bearer Security may be paid after deducting from the Redemption Price      
an amount equal to the face amount of all such missing Coupons, or the          
surrender of such missing Coupon or Coupons may be waived by the Company        
and the Trustee if there be furnished to them such security or indemnity as     
they may require to save each of them and any Paying Agent harmless. If         
thereafter the Holder of such Bearer Security shall surrender to the            
Trustee or any Paying Agent any such missing Coupon in respect of which a       
deduction shall have been made from the Redemption Price, such Holder shall     
be entitled to receive the amount so deducted; provided, however, that          
interest represented by Coupons shall be payable only upon presentation and     
surrender of those Coupons at an office or agency located outside of the        
United States except as otherwise provided pursuant to Section 9.01(9).         

       If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall     
, until paid, bear interest from the Redemption Date at the rate prescribed     
therefor in the Security and, if applicable, such Security shall remain         
convertible into common Stock until the principal of such Security shall        
have been paid or duly provided for.                                            

SECTION 11.07 Securities Redeemed in Part.                                      

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

ARTICLE XII           

SINKING FUNDS           

SECTION 12.01 Applicability of Article.                                         

 The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except as             
otherwise specified as contemplated by Section 3.01 for Securities of such      
series.                                                                         

      The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory     
sinking fund payment," and any payment in excess of such minimum amount         
provided for by the terms of Securities of any series is herein referred to     
as an "optional sinking fund payment." If provided for by the terms of          
Securities of any series, the cash amount of any sinking fund payment may       
be subject to reduction as provided in Section 12.02. Each sinking fund         
payment shall be applied to the redemption of Securities of any series as       
provided for by the terms of Securities of such series.                         

SECTION 12.02  Satisfaction of Sinking Fund Payments with Securities.           

      The Company (a) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (b) may apply as a        
credit Securities of a series which have been acquired or 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 the Securities      
of such series required to be made pursuant to the terms of such Securities     
as provided for by the terms of such series; provided that such Securities      
have not been previously so credited. Such Securities shall be received and     
credited for such purpose by the Trustee at the Redemption Price specified      
in such Securities for redemption through operation of the sinking fund and     
the amount of such sinking fund payment shall be reduced accordingly.           

SECTION 12.03 Redemption of Securities for Sinking Fund.                        

     Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an        
Officers' Certificate specifying the amount of the next ensuing sinking         
fund payment for that series pursuant to the terms of that series, the          
portion thereof, if any, which is to be satisfied by payment of cash and        
the portion thereof, if any, which is to be satisfied by delivering and         
crediting Securities of that series pursuant to Section 12.02 and will also     
deliver to the Trustee any Securities to be so delivered. Not less than 15      
nor more than 60 days before 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 11.03 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 11.04. Such notice having been        
duly given, the redemption of such Securities shall be made upon the terms      
and in the manner stated in Sections 11.06 and 11.07.                           

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

    HASBRO, INC.

                        By:_____________________________
   Name:
    Title:

               THE BANK OF NOVA SCOTIA
                  TRUST COMPANY OF NEW YORK,
  as Trustee

                         By:______________________________
   Name:
    Title:

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
Corrected on:		3/29/00		None on these Dates
Filed on:		3/24/00
		3/15/00
For Period End:		12/26/99
		6/1/98
				List all Filings

14 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Hasbro, Inc.                      10-K       12/31/23  138:20M
11/01/23  Hasbro, Inc.                      10-Q       10/01/23   91:9.7M
 8/04/23  Hasbro, Inc.                      10-Q        7/02/23   91:9.2M
 5/03/23  Hasbro, Inc.                      10-Q        4/02/23   89:8.6M
 2/22/23  Hasbro, Inc.                      10-K       12/25/22  132:20M
10/26/22  Hasbro, Inc.                      10-Q        9/25/22   85:9.9M
 7/26/22  Hasbro, Inc.                      10-Q        6/26/22   85:9.9M
 4/27/22  Hasbro, Inc.                      10-Q        3/27/22   93:9M
 2/23/22  Hasbro, Inc.                      10-K       12/26/21  139:29M
10/27/21  Hasbro, Inc.                      10-Q        9/26/21   97:10M
 7/28/21  Hasbro, Inc.                      10-Q        6/27/21  102:10M
 4/29/21  Hasbro, Inc.                      10-Q        3/28/21   94:15M
 2/24/21  Hasbro, Inc.                      10-K       12/27/20  136:35M
11/04/20  Hasbro, Inc.                      10-Q        9/27/20   92:10M