Walt Disney Co – ‘S-3’ on 5/14/98 – EX-4.5

As of:  Thursday, 5/14/98   ·   Accession #:  1047469-98-20214   ·   File #:  333-52659

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         37    217K 
                          Pursuant to a Transaction                              
 2: EX-1.1      Underwriting Agreement                                21    105K 
 3: EX-1.5      Underwriting Agreement                                70    219K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders    10     58K 
12: EX-4.10     Instrument Defining the Rights of Security Holders     2     17K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders    17     64K 
 6: EX-4.4      Instrument Defining the Rights of Security Holders    82    345K 
 7: EX-4.5      Instrument Defining the Rights of Security Holders    94    342K 
 8: EX-4.6      Instrument Defining the Rights of Security Holders    30     96K 
 9: EX-4.7      Instrument Defining the Rights of Security Holders    35    109K 
10: EX-4.8      Instrument Defining the Rights of Security Holders    34    108K 
11: EX-4.9      Instrument Defining the Rights of Security Holders    31    111K 
13: EX-5.1      Opinion re: Legality                                   7     28K 
14: EX-12.1     Statement re: Computation of Ratios                    1     12K 
15: EX-23.2     Consent of Experts or Counsel                          1      8K 
16: EX-23.3     Consent of Experts or Counsel                          1      9K 
17: EX-25.1     Statement re: Eligibility of Trustee                   4     23K 
18: EX-25.2     Statement re: Eligibility of Trustee                   5     23K 
19: EX-25.3     Statement re: Eligibility of Trustee                   6     33K 

EX-4.5   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

EX-4.5
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                                                                 EXHIBIT 4.5

FORM OF SUBORDINATED DEBT SECURITIES INDENTURE  

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

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     THE WALT DISNEY COMPANY

      SUBORDINATED DEBT SECURITIES

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

     INDENTURE

     DATED AS OF _______

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

     THE FIRST NATIONAL BANK OF CHICAGO,
      AS TRUSTEE

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

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     CROSS REFERENCE TABLE (1)

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TIA                                                                    INDENTURE
SECTION                                                                 SECTION 
-------                                                                ---------
                                                                                
310    (a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.8; 7.10 
       (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10 
       (a)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. 
       (a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. 
       (a)(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10 
       (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.8; 7.10 
       (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  N.A 
311    (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11 
       (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11 
       (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. 
312    (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2.7 
       (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.3 
       (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.3 
313    (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.6 
       (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.6 
       (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.6; 13.2 
       (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.6 
314    (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.2; 13.2 
       (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. 
       (c)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4 
       (c)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4 
       (c)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. 
       (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. 
       (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.5 
       (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4.3 
315    (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.1 
       (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.5; 13.2 
315    (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.1 
       (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.1 
       (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11 

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(1)  Note:  This Cross Reference Table shall not, for any purpose, be deemed to 
be part of the Indenture.                               

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316    (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.5
       (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.4
       (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
       (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.7
       (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

                                                                [Download Table]

TIA                                                                    INDENTURE
SECTION                                                                 SECTION 
-------                                                                ---------
                                                                                
317    (a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.8 
       (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.9 
       (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2.6 
318    (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1 

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     TABLE OF CONTENTS (2)

                                                                            PAGE
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     ARTICLE I

      DEFINITIONS AND INCORPORATION BY REFERENCE

                                                                [Download Table]
                                                                               
SECTION 1.1  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.2  OTHER DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .  7
SECTION 1.3  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT . . . . . . .  8
SECTION 1.4  RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . . .  8

      ARTICLE II

      THE SECURITIES

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SECTION 2.1  FORMS GENERALLY . . . . . . . . . . . . . . . . . . . . . . . .  9
SECTION 2.2  SECURITIES IN GLOBAL FORM . . . . . . . . . . . . . . . . . . .  9
SECTION 2.3  TITLE, TERMS AND DENOMINATIONS. . . . . . . . . . . . . . . . . 12
SECTION 2.4  EXECUTION, AUTHENTICATION, DELIVERY AND DATING. . . . . . . . . 16
SECTION 2.5  REGISTRAR AND PAYING AGENT. . . . . . . . . . . . . . . . . . . 20
SECTION 2.6  PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST. . . . . . . 20
SECTION 2.7  SECURITYHOLDER LISTS. . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.8  TRANSFER AND EXCHANGE . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.9  REPLACEMENT SECURITIES AND COUPONS. . . . . . . . . . . . . . . 26
SECTION 2.10  OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION. . . 27
SECTION 2.11  TEMPORARY SECURITIES . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.12  CANCELLATION . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.13  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED . . . . . . . . 31
SECTION 2.14  PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . . . . 33
SECTION 2.15  COMPUTATION OF INTEREST. . . . . . . . . . . . . . . . . . . . 33

-------------------                                                             
(2)  Note:  This Table of Contents shall not, for any reason, be deemed to be   
part of the Indenture.                                                          

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     ARTICLE III

      REDEMPTION

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SECTION 3.1  RIGHT TO REDEEM; NOTICES TO TRUSTEE . . . . . . . . . . . . . . 34
SECTION 3.2  SELECTION OF SECURITIES TO BE REDEEMED. . . . . . . . . . . . . 34
SECTION 3.3  NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.4  EFFECT OF NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . 35
SECTION 3.5  DEPOSIT OF REDEMPTION PRICE . . . . . . . . . . . . . . . . . . 36
SECTION 3.6  SECURITIES REDEEMED IN PART . . . . . . . . . . . . . . . . . . 37

      ARTICLE IV

     COVENANTS

                                                                [Download Table]
                                                                               
SECTION 4.1  PAYMENT OF SECURITIES . . . . . . . . . . . . . . . . . . . . . 37
SECTION 4.2  SEC REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.3  COMPLIANCE CERTIFICATE. . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.4  FURTHER INSTRUMENTS AND ACTS. . . . . . . . . . . . . . . . . . 38
SECTION 4.5  MAINTENANCE OF OFFICE OR AGENCY . . . . . . . . . . . . . . . . 38
SECTION 4.6  ADDITIONAL AMOUNTS. . . . . . . . . . . . . . . . . . . . . . . 40

     ARTICLE V

     SUCCESSOR CORPORATION

                                                                [Download Table]
                                                                               
SECTION 5.1  WHEN COMPANY MAY MERGE OR TRANSFER ASSETS . . . . . . . . . . . 41

      ARTICLE VI

     DEFAULTS AND REMEDIES

                                                                [Download Table]
                                                                               
SECTION 6.1  EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.2  ACCELERATION. . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.3  OTHER REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.4  WAIVER OF PAST DEFAULTS . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.5  CONTROL BY MAJORITY . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.6  LIMITATION ON SUITS . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.7  RIGHTS OF HOLDERS TO RECEIVE PAYMENT. . . . . . . . . . . . . . 46
SECTION 6.8  COLLECTION SUIT BY TRUSTEE. . . . . . . . . . . . . . . . . . . 46

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SECTION 6.9  TRUSTEE MAY FILE PROOFS OF CLAIM. . . . . . . . . . . . . . . . 46
SECTION 6.10  PRIORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.11  UNDERTAKING FOR COSTS. . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.12  WAIVER OF STAY, EXTENSION OR USURY LAWS. . . . . . . . . . . . 48

     ARTICLE VII

     TRUSTEE

                                                                [Download Table]
                                                                               
SECTION 7.1  DUTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.2  RIGHTS OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.3  INDIVIDUAL RIGHTS OF TRUSTEE, ETC.. . . . . . . . . . . . . . . 50
SECTION 7.4  TRUSTEE'S DISCLAIMER. . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.5  NOTICE OF DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 7.6  REPORTS BY TRUSTEE TO HOLDERS . . . . . . . . . . . . . . . . . 51
SECTION 7.7  COMPENSATION AND INDEMNITY. . . . . . . . . . . . . . . . . . . 51
SECTION 7.8  REPLACEMENT OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.9  SUCCESSOR TRUSTEE BY MERGER . . . . . . . . . . . . . . . . . . 54
SECTION 7.10  ELIGIBILITY; DISQUALIFICATION. . . . . . . . . . . . . . . . . 54
SECTION 7.11  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. . . . . . . 54

      ARTICLE VIII

      SATISFACTION AND DISCHARGE

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SECTION 8.1  DISCHARGE OF LIABILITY ON SECURITIES. . . . . . . . . . . . . . 55
SECTION 8.2  REPAYMENT TO THE COMPANY. . . . . . . . . . . . . . . . . . . . 55
SECTION 8.3  OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. . . . . . . 56
SECTION 8.4  DEFEASANCE AND DISCHARGE. . . . . . . . . . . . . . . . . . . . 56
SECTION 8.5  COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 8.6  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE . . . . . . . . 57

      ARTICLE IX

     SUPPLEMENTAL INDENTURES

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SECTION 9.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. . . . . . . 58
SECTION 9.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS . . . . . . . . 59
SECTION 9.3  COMPLIANCE WITH TRUST INDENTURE ACT . . . . . . . . . . . . . . 60

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SECTION 9.4  REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS. . . . . 61
SECTION 9.5  NOTATION ON OR EXCHANGE OF SECURITIES . . . . . . . . . . . . . 61
SECTION 9.6  TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES . . . . . . . . . . . . 61
SECTION 9.7  EFFECT OF SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . 62

     ARTICLE X

     SINKING FUNDS

                                                                [Download Table]
                                                                               
SECTION 10.1  APPLICABILITY OF ARTICLE . . . . . . . . . . . . . . . . . . . 62
SECTION 10.2  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. . . . . 62
SECTION 10.3  REDEMPTION OF SECURITIES FOR SINKING FUND. . . . . . . . . . . 63

      ARTICLE XI

      ACTIONS OF HOLDERS OF SECURITIES

                                                                [Download Table]
                                                                               
SECTION 11.1  PURPOSES FOR WHICH MEETINGS MAY BE CALLED. . . . . . . . . . . 63
SECTION 11.2  CALL, NOTICE AND PLACE OF MEETINGS . . . . . . . . . . . . . . 63
SECTION 11.3  PERSONS ENTITLED TO VOTE AT MEETINGS . . . . . . . . . . . . . 64
SECTION 11.4  QUORUM; ACTION . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.5  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF       
                  MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.6  COUNTING VOTES AND RECORDING ACTION OF MEETINGS. . . . . . . . 67
SECTION 11.7  ACTIONS OF HOLDERS GENERALLY . . . . . . . . . . . . . . . . . 67

     ARTICLE XII

     SUBORDINATION

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SECTION 12.1  SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. . . . . . . . . 69
SECTION 12.2  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.. . . . . . . . 70
SECTION 12.3  ACCELERATION OF SECURITIES . . . . . . . . . . . . . . . . . . 72
SECTION 12.4  DEFAULT IN SENIOR INDEBTEDNESS . . . . . . . . . . . . . . . . 73
SECTION 12.5  PAYMENT PERMITTED IF NO DEFAULT. . . . . . . . . . . . . . . . 74
SECTION 12.6  SUBROGATION RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS . . . . . 74
SECTION 12.7  PROVISION SOLELY TO DEFINE RELATIVE RIGHTS . . . . . . . . . . 75
SECTION 12.8  TRUSTEE TO EFFECTUATE SUBORDINATION. . . . . . . . . . . . . . 75
SECTION 12.9  NO WAIVER OF SUBORDINATION PROVISIONS. . . . . . . . . . . . . 75

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SECTION 12.10  NOTICE TO TRUSTEE . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 12.11  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF                    
                   LIQUIDATING AGENT . . . . . . . . . . . . . . . . . . . . 77
SECTION 12.12  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR                     
                   INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 12.13  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;             
                   PRESERVATION OF TRUSTEE'S RIGHTS. . . . . . . . . . . . . 78
SECTION 12.14  ARTICLE XII APPLICABLE TO PAYING AGENTS . . . . . . . . . . . 78

      ARTICLE XIII

     MISCELLANEOUS

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SECTION 13.1  TRUST INDENTURE ACT CONTROLS . . . . . . . . . . . . . . . . . 78
SECTION 13.2  NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 13.3  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. . . . . . . . . . 80
SECTION 13.4  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT . . . . . . 81
SECTION 13.5  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. . . . . . . . . 81
SECTION 13.6  SEPARABILITY CLAUSE. . . . . . . . . . . . . . . . . . . . . . 81
SECTION 13.7  RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR . . . . . . . . . 82
SECTION 13.8  LEGAL HOLIDAYS . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 13.9  GOVERNING LAW AND JURISDICTION . . . . . . . . . . . . . . . . 82
SECTION 13.10  NO RECOURSE AGAINST OTHERS. . . . . . . . . . . . . . . . . . 83
SECTION 13.11  SUCCESSORS. . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 13.12  EFFECT OF HEADINGS AND TABLE OF CONTENTS. . . . . . . . . . . 83
SECTION 13.13  BENEFITS OF INDENTURE . . . . . . . . . . . . . . . . . . . . 83
SECTION 13.14  MULTIPLE ORIGINALS. . . . . . . . . . . . . . . . . . . . . . 83

     EXHIBIT A

                                                                [Download Table]
                                                                                
FORM OF CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

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INDENTURE dated as of ______________, by and between The Walt Disney  
Company, a Delaware corporation ("COMPANY"), and The First National Bank of     
Chicago, a national banking association, as trustee ("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        
debentures, notes or other evidences of indebtedness (herein called the         
"SECURITIES") to be issued in one or more series as in this Indenture provided. 

     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 
ratable benefit of the Holders of the Securities or each series thereof as      
follows:                                                                        

     ARTICLE I

      DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1  DEFINITIONS.                                             

"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 or cause the direction of 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.                                          

  "AUTHORIZED NEWSPAPER" means a newspaper, in the English language or, at
the option of the Company, in an official language of the country of            
publication, customarily published on each Business Day (with respect to Bearer 
Securities, set forth in the Officers' Certificate with respect to a series of  
Bearer Securities), whether or not published on Saturdays, Sundays or holidays, 
and of general circulation in the place in connection with which the term is    
used or in the finan-                                                           

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cial community of such place. Where successive publications are required to be  
made in Authorized Newspapers, the successive publications may be made in the   
same or in different Authorized Newspapers meeting the foregoing requirements   
and in each case on any Business Day.                                           

    "BEARER SECURITY" means any Security in the form (to the extent applicable
thereto) established pursuant to Section 2.1 which is payable to the bearer.    

 "BOARD OF DIRECTORS" means the board of directors of the Company or any
committee of such board authorized with respect to any matter to exercise the   
powers of the Board of Directors of the Company.                                

    "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board 
of Directors and to be in full force and effect on the date of such             
certification, and delivered to the Trustee.                                    

"BUSINESS DAY" means, except as otherwise specified as contemplated by
Section 2.3(a), with respect to any Place of Payment or any other particular    
location referred to in this Indenture or in the Securities, 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 or executive order to close.                                   

  "CAPITAL STOCK" for any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that corporation.             

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

"CEDEL S.A." means Centrale de Livraison de Valeurs Mobilieres SA.    

    "COMPANY" means the party named as the "COMPANY" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable         
provisions of this Indenture and, thereafter, shall mean such successor.        

"COMPANY REQUEST" or "COMPANY ORDER" means a written request or order 
signed in the name of the Company by its Chairman of the Board, a Vice Chair-   

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man, its Chief Executive Officer, its President or a Vice President, and by its 
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and 
delivered to the Trustee or, with respect to Sections 2.4, 2.8, 2.11 and 7.2,   
any other employee of the Company named in an Officers' Certificate delivered to
the Trustee.                                                                    

"COUPON" means any interest coupon appertaining to a Bearer Security. 

   "DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.                                             

   "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in global form, the person specified as           
contemplated by Section 2.3(a) as the Depositary with respect to such series of 
Securities, until a successor shall have become such pursuant to the applicable 
provisions of this Indenture, and thereafter "DEPOSITARY" shall mean or include 
such successor.                                                                 

  "DEBT" means with respect to any person at any date, without duplication
(i) all obligations of such person for borrowed money, (ii) all obligations of  
such person evidenced by bonds, debentures, notes or other similar instruments, 
(iii) all Debt of others secured by a lien on any asset of such person, whether 
or not such Debt is assumed by such person, (iv) all obligations of such person 
pursuant to leases which are required to be capitalized under generally accepted
accounting principles consistently applied and (v) all Debt of others for the   
payment of which such person is responsible or liable as obligor or guarantor.  

  "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 6.2.                   

 "DOLLAR" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the      
payment of public and private debts.                                            

"EURO-CLEAR" means the operator of the Euro-Clear System.             

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

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"HOLDER" or "SECURITYHOLDER," when used with respect to any Security, 
means, in the case of a Registered Security, a person in whose name a Security  
is registered on the Registrar's books and, in the case of a Bearer Security,   
the bearer thereof and, when used with respect to any coupon, means the bearer  
thereof.                                                                        

   "INDENTURE" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof and shall include the terms of a       
particular series of Securities established as contemplated in Section 2.3(a).  

"INTEREST," when used with respect to a 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 or, in the case of
a Discount Security, the Principal Amount payable upon a declaration of         
acceleration pursuant to Section 6.2, becomes due and payable as therein or     
herein provided, whether at the Stated Maturity or by declaration of            
acceleration, call for redemption or otherwise.                                 

 "OFFICER" means the Chairman of the Board, any Vice Chairman, the Chief
Executive Officer, the President, any Vice President, the Treasurer, the        
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.   

"OFFICERS' CERTIFICATE" means a written certificate containing the    
information specified in Sections 13.4 and 13.5, signed in the name of the      
Company by its Chairman of the Board, a Vice Chairman, its Chief Executive      
Officer, its President or a Vice President, and by its Treasurer, an Assistant  
Treasurer, its Secretary or an Assistant Secretary, and delivered to the        
Trustee.                                                                        

 "OPINION OF COUNSEL" means a written opinion containing the information
specified in Sections 13.4 and 13.5, from legal counsel who is acceptable to the
Trustee.  The counsel may be an employee of, or counsel to, the Company or the  
Trustee.                                                                        

   "PERIODIC OFFERING" means an offering of Securities of a series from time
to time the specific terms of which Securities, including, without limitation,  
the rate                                                                        

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or rates of interest, if any, thereon, the Stated Maturity or Maturities        
thereof, the original issue date or dates thereof, the redemption provisions, if
any, and any other terms specified as contemplated by Section 2.3(a) with       
respect thereto, are to be determined by the Company, or one or more of the     
Company's agents designated in an Officers' Certificate, upon the issuance of   
such Securities.                                                                

 "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability 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, subject to the provisions of Section 4.5, the  
Principal of and any interest on the Securities of that series are payable as   
specified as contemplated by Section 2.3(a).                                    

"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 2.9 in exchange for or in lieu of a   
mutilated, destroyed, lost or stolen Security or a Security to which a          
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to       
evidence the same debt as the mutilated, destroyed, lost or stolen Security or  
the Security to which the mutilated, destroyed, lost or stolen coupon           
appertains, as the case may be.                                                 

"PRINCIPAL" or "PRINCIPAL AMOUNT" of a Security, except as otherwise  
specifically provided in this Indenture, means the outstanding principal of the 
Security plus the premium, if any, of the Security.                             

"REDEMPTION DATE" or "REDEMPTION DATE," when used with respect to any 
Security to be redeemed, shall mean the date specified for redemption of such   
Security in accordance with the terms of such Security and this Indenture.      

 "REDEMPTION PRICE" or "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 (to the extent   
applicable thereto) established pursuant to Section 2.1 which is registered on  
the books of the Registrar.                                                     

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     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that    
purpose as contemplated by Section 2.3(a).                                      

"SEC" means the Securities and Exchange Commission.                   

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

     "SECURITYHOLDER" or "HOLDER," when used with respect to any Security, means
in the case of a Registered Security, a person in whose name a Security is      
registered on the Registrar's books and in the case of a Bearer Security the    
bearer thereof and, when used with respect to any coupon, means the bearer      
thereof.                                                                        

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 2.13.                                                                   

"STATED MATURITY," when used with respect to any Security or any      
installment of Principal thereof or interest thereon, means the date specified  
in such Security or a coupon representing such installment of interest as the   
fixed date on which an amount equal to the Principal of such Security or an     
installment of Principal thereof or interest thereon is due and payable.        

  "SUBSIDIARY" means, with respect to any person, a corporation of which a
majority of the Capital Stock having voting power under ordinary circumstances  
to elect a majority of the board of directors of such corporation is owned by   
(i) such person, (ii) such person and one or more Subsidiaries or (iii) one or  
more Subsidiaries of such person.                                               

 "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, except as provided in Section 9.3.                              

     "TRUST OFFICER" means any officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.                                         

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    "TRUSTEE" means the party named as the "TRUSTEE" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable         
provisions of this Indenture and, thereafter, shall mean such successor.        

  "UNITED STATES" means the United States of America, its territories, its
possessions (including the Commonwealth of Puerto Rico), and other areas subject
to its jurisdiction.                                                            

"UNITED STATES ALIEN" means any person who, for United States Federal 
income tax purposes, is a foreign corporation, a non-resident alien individual, 
a non-resident alien fiduciary of a foreign estate or trust, or a foreign       
partnership one or more of the members of which is, for United States Federal   
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.                      

SECTION 1.2  OTHER DEFINITIONS.                                       

                                                                [Download Table]


                                                                Defined in
        Term                                                     Section  
        ----                                                     -------  
                                                                          
"BANKRUPTCY LAW"                                                    6.1   
"COMMON DEPOSITARY"                                                 2.2   
"CUSTODIAN"                                                         6.1   
"DEFAULTED INTEREST"                                               2.13   
"EVENT OF DEFAULT"                                                  6.1   
"EXCHANGE DATE"                                                     2.2   
"LEGAL HOLIDAY"                                                    13.8   
"NOTICE OF DEFAULT "                                                6.1   
"OUTSTANDING"                                                      2.10   
"PAYING AGENT"                                                      2.5   
"PERMANENT GLOBAL BEARER SECURITY"                                  2.2   
"REGISTRAR"                                                         2.5   
"SENIOR INDEBTEDNESS"                                              12.1   
"TEMPORARY GLOBAL BEARER SECURITY"                                  2.5   

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   SECTION 1.3  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.  Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated  
by reference in and made a part of this Indenture.  The following TIA terms used
in this Indenture have the following meanings:                                  

"COMMISSION" means the SEC.                                 

"INDENTURE SECURITIES" means the Securities.                

 "INDENTURE SECURITY HOLDER" means a Holder or Securityholder.

"INDENTURE TO BE QUALIFIED" means this Indenture.           

     "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

"OBLIGOR" on the indenture securities means the Company.    

 All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the     
meanings assigned to them by such definitions.                                  

     SECTION 1.4  RULES OF CONSTRUCTION.  Unless the context otherwise requires:

(1)  a term has the meaning assigned to it;                 

          (2)  an accounting term not otherwise defined has the meaning assigned
  to it in accordance with generally accepted accounting principles in the
United States as in effect from time to time;                         

(3)  "OR" is not exclusive;                                 

(4)  "INCLUDING" means including, without limitation; and   

          (5)  words in the singular include the plural, and words in the plural
include the singular.                                                 

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      ARTICLE II

      THE SECURITIES

   SECTION 2.1  FORMS GENERALLY.  The Registered Securities, if any, of each
series and the Bearer Securities, if any, of each series and related coupons    
shall be in substantially such form (including global form) as shall be         
established by delivery to the Trustee of an Officers' Certificate 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  
or coupons as evidenced by their execution of the Securities or coupons.  The   
Officers' Certificate so establishing the form of Security or coupons, if any,  
of any series shall be delivered to the Trustee at or prior to the delivery of  
the Company Order contemplated by Section 2.4 for the authentication and        
delivery of such Securities or coupons.                                         

Unless otherwise specified as contemplated by Section 2.3(a), Bearer  
Securities shall have interest coupons attached.                                

The permanent Securities and coupons, if any, shall be printed,       
lithographed, engraved or word processed or produced by any combination of these
methods or may be produced in any other manner, PROVIDED, that such method is   
permitted by the rules of any securities exchange on which such Securities may  
be listed, all as determined by the Officers executing such Securities as       
evidenced by their execution of such Securities.                                

SECTION 2.2  SECURITIES IN GLOBAL FORM.  If Securities of a series are
issuable in temporary or permanent global form, as specified as contemplated by 
Section 2.3(a), then, notwithstanding clause (10) of Section 2.3(a) and the     
provisions of Section 2.3(b), any such Security shall represent such of the     
Outstanding Securities of such series as shall be specified therein and may     
provide that it shall represent the aggregate amount of Outstanding Securities  
from time to time endorsed thereon or otherwise notated on the books and records
of the Registrar and that the aggregate amount of Outstanding Securities        
represented thereby may from time to time be reduced to reflect exchanges.  Any 
endorsement of a Security in global form to reflect the amount of any increase  
or decrease in the amount of                                                    

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Outstanding Securities represented thereby shall be made by the Trustee in such 
manner and upon instructions given by such person or persons as shall be        
specified therein or in the Company Order to be delivered to the Trustee        
pursuant to Section 2.4 or Section 2.11.  Subject to the provisions of Section  
2.4 and, if applicable, Section 2.11, the Trustee shall deliver and redeliver   
any Security in global form in the manner and upon instructions given by the    
person or persons specified therein or in the applicable Company Order.  If a   
Company Order pursuant to Section 2.4 or 2.11 has been, or simultaneously is,   
delivered, any instructions by the Company with respect to endorsement or other 
notation on the books and records of the Registrar  or delivery or redelivery of
a Security of such series in global form shall be in writing but need not comply
with Section 13.4 or 13.5 and need not be accompanied by an Opinion of Counsel  
(except as required by Section 2.4).                                            

The provisions of the last sentence of Section 2.4 shall apply to any 
Security represented by a Security in global form if such Security was never    
issued and sold by the Company, and the Company delivers to the Trustee the     
Security in global form together with written instructions (which need not      
comply with Section 13.4 or 13.5 and need not be accompanied by an Opinion of   
Counsel) with regard to the reduction in the Principal Amount of Securities     
represented thereby, together with the written statement contemplated by the    
last sentence of Section 2.4.                                                   

   Notwithstanding the provisions of Sections 2.1 and 2.13, unless otherwise
specified as contemplated by Section 2.3(a), payment of Principal of and any    
interest on any Security in global form shall be made to the person or persons  
specified therein.                                                              

  Any series of Bearer Securities shall be issued initially in the form of
one temporary global Bearer Security (the "Temporary Global Bearer Security"),  
which Temporary Global Bearer Security shall be deposited on behalf of the      
beneficial owners of the Bearer Securities represented thereby with the main    
office of the Trustee in London, as common depositary (the "Common Depositary"),
for credit to their respective accounts (or to such other accounts as they may  
direct) at Morgan Guaranty Trust Company of New York, Brussels office, as       
operator of the Euro-Clear or Cedel S.A.                                        

  On or before the date 40 days after the later of the announcement of the
offering and the date of settlement (the "Exchange Date"), the Company shall    
deliver to a Paying Agent located outside the United States, or its designated  
agent, Bearer Securities executed by the Company.  On or after the Exchange     
Date, the                                                                       

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Temporary Global Bearer Security shall be surrendered by the Common Depositary  
to the Trustee or its agent, as the Company's agent for such purpose, to be     
exchanged, in whole or from time to time in part, at the sole discretion of the 
Company for (i) Bearer Securities or (ii) a permanent global Bearer Security    
(the "Permanent Global Bearer Security") without charge to Holders, and the     
principal Paying Agent or other Paying Agent outside the United States shall    
authenticate and deliver (at an office or agency outside the United States), in 
exchange for the Temporary Global Bearer Security or the portions thereof to be 
exchanged, an equal aggregate principal amount of Bearer Securities or the      
Permanent Global Bearer Security, as shall be specified by the beneficial owners
thereof; PROVIDED, HOWEVER, that upon such presentation by the Common           
Depositary, the Temporary Global Bearer Security is accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by Euro-Clear as to the 
portion of the Temporary Global Bearer Security held for its account then to be 
exchanged and a certificate dated the Exchange Date or a subsequent date and    
signed by Cedel S.A. as to the portion of the Temporary Global Bearer Security  
held for its account then to be exchanged, each to the effect hereinafter       
provided.  The Company and the Trustee agree that they will cooperate in causing
the paying agent located outside the United States to retain each certificate   
provided by Euro-Clear or Cedel S.A. for a period of four calendar years        
following the year in which the certificate is received and not to destroy or   
otherwise dispose of any such certificate without first offering to deliver it  
to the Company.                                                                 

Each certificate to be provided by Euro-Clear and Cedel S.A. shall be 
substantially in the form attached hereto as Exhibit A or with such changes     
therein as shall be approved by the Company and be satisfactory to the Trustee. 

Each certificate received by Euro-Clear and Cedel S.A. from persons   
appearing in their records as persons entitled to a portion of the Temporary    
Global Bearer Security shall be substantially to the effect set forth in this   
Indenture.                                                                      

     Upon any such exchange of a portion of the Temporary Global Bearer Security
for Bearer Securities or the Permanent Global Bearer Security, the Temporary    
Global Bearer Security shall be endorsed to reflect the reduction of the        
principal amount evidenced thereby.  Until so exchanged in full, the Temporary  
Global Bearer Security shall in all respects be entitled to the same benefits   
under, and subject to the same terms and conditions of, this Indenture as Bearer
Securities authenticated and delivered hereunder, except that none of           
Euro-Clear, Cedel S.A. or the beneficial owners of the Temporary Global Bearer  
Security shall be entitled                                                      

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to receive payment of interest or other payments thereon or to convert the      
Temporary Global Bearer Security, or any portion thereof, into Common Stock of  
the Company or any other security, cash or other property.                      

SECTION 2.3  TITLE, TERMS AND DENOMINATIONS.                          

(a)  The aggregate Principal Amount of Securities which may be        
authenticated and delivered under this Indenture shall be unlimited.            

The Securities may be issued in one or more series.  There shall be   
established and, subject to Section 2.4, set forth, or determined in the manner 
provided, in an Officers' Certificate of the Company, or established in one or  
more indentures supplemental hereto:                                            

(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 2.8, 2.9, 2.11, 3.6, 9.5 or 10.3 and except for
 any Securities which, pursuant to Section 2.4, are deemed never to have
been authenticated and delivered hereunder);                          

          (3)  whether Securities of the series are to be issuable as Registered
     Securities, Bearer Securities or both, whether any Securities of the series
     may be represented initially by a Security in temporary or permanent global
    form and, if so, the initial Depositary with respect to any such temporary
    or permanent global Security, and if other than as provided in Section 2.8
   or Section 2.11, as applicable, whether and the circumstances under which
  beneficial owners of interests in any such temporary or permanent global
   Security may exchange such interests for Securities of such series and of
like tenor of any authorized form and denomination and the Authorized 
Newspapers for publication of notices to holders of Bearer Securities;

      (4)  any other terms required for the establishment of a series of
Bearer Securities, including, but not limited to, tax compliance      
procedures;                                                           

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          (5)  the person to whom any interest on any Registered Security of the
series shall be payable, if other than the person in whose name that  
     Security (or one or more Predecessor Securities) is registered at the close
 of business on the Regular Record Date for such interest, the manner in
   which, and the person to whom, any interest on any Bearer Security of the
    series shall be payable, if otherwise than upon presentation and surrender
of the coupons appertaining thereto as they severally mature, and the 
extent to which, or the manner in which (including any certification  
requirement and other terms and conditions under which), any interest 
    payable on a temporary or permanent global Security on an Interest Payment
   Date will be paid if other than in the manner provided in Section 2.2 and
Section 2.4, as applicable;                                           

          (6)  the date or dates on which the Principal of the Securities of the
series is payable or the method of determination thereof;             

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

        (8)  the place or places where, subject to the provisions of Section
     4.5, the Principal of and any interest on Securities of the series shall be
 payable, any Registered Securities of the series may be surrendered for
   registration of transfer, Securities of the series may be surrendered for
   exchange and notices and demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;            

         (9)  the period or periods within 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;          

      (10)  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, the conditions, if any,
     giving rise to such obligation, and the period or periods within which, the
     price or prices at which and the terms and conditions upon which Securities
of the                                                                

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series shall be redeemed or purchased, in whole or in part, and any   
provisions for the remarketing of such Securities;                    

     (11)  the denominations in which any Registered Securities of the
 series shall be issuable, if other than denominations of $1,000 and any
   integral multiple thereof, and the denomination or denominations in which
any Bearer Securities of the series shall be issuable, if other than  
denominations of $5,000 and $100,000;                                 

        (12)  the currency or currencies, including composite currencies, in
     which payment of the Principal of and any interest on the Securities of the
  series shall be payable if other than the currency of the United States,
and if so, whether the Securities of the series may be satisfied and  
discharged other than as provided in Article VIII;                    

       (13)  if the amount of payments of principal of and any interest on
the Securities of the series is to be determined with reference to an 
   index, formula or other method, or based on a coin or currency other than
    that in which the Securities are stated to be payable, the manner in which
  such amounts shall be determined and the calculation agent, if any, with
respect thereto;                                                      

        (14)  if other than the Principal Amount thereof, the portion of the
 Principal Amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to  
Section 6.2;                                                          

  (15)  if the Company will pay additional amounts on any of the
     Securities and coupons, if any, of the series to any Holder who is a United
   States Alien (including any modification in the definition of such term),
in respect of any tax, assessment or governmental charge withheld or  
deducted, under what circumstances and with what procedures and       
  documentation the Company will pay such additional amounts, whether such
 additional amounts will be treated as interest or Principal pursuant to
     this Indenture, and whether the Company will have the option to redeem such
  Securities rather than pay additional amounts (and the terms of any such
option);                                                              

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 (16)  if other than as defined in Section 1.1, the meaning of
"BUSINESS DAY" when used with respect to any Securities of the series;

          (17)  if and the terms and conditions upon which the Securities of the
     series may or must be converted into securities of the Company or exchanged
for securities of the Company or another enterprise;                  

      (18)  any terms applicable to Original Issue Discount, if any, (as
that term is defined in the Internal Revenue Code of 1986 and the     
    Regulations thereunder) including the rate or rates at which such Original
Issue Discount, if any, shall accrue;                                 

    (19)  if the Securities of the series may be issued or delivered
     (whether upon original issuance or upon exchange of a temporary Security of
such series or otherwise), or any installment of Principal of or any  
 interest is payable, only upon receipt of certain certificates or other
documents or satisfaction of other conditions in addition to those    
specified in this Indenture, the form and terms of such certificates, 
documents or conditions; and                                          

 (20)  any other terms of the series (which terms shall not be
    inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1(7)).                                                      

     All Securities of any one series and the coupons appertaining to any Bearer
Securities of such series shall be substantially identical except as to         
denomination and the rate or rates of interest, if any, and Stated Maturity, the
date from which interest, if any, shall accrue and except as may otherwise be   
provided in or pursuant to an Officers' Certificate pursuant to this Section    
2.3(a) or in any indenture supplemental hereto.  All Securities of any one      
series need not be issued at the same time and, unless otherwise provided, a    
series may be reopened for issuances of additional Securities of such series or 
for the establishment of additional terms with respect to the Securities of such
series.                                                                         

    If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of any 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.  With respect to Securities  
of a series subject to a Periodic                                               

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Offering, such Board Resolution or Officers' Certificate may provide general    
terms for Securities of such series and provide either that the specific terms  
of particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Company, or one or more of the       
Company's agents designated in an Officers' Certificate, in accordance with the 
Company Order as contemplated by the first proviso of the third paragraph of    
Section 2.4.                                                                    

(b)  Unless otherwise provided as contemplated by Section 2.3(a) with 
respect to any series of Securities, any Registered Securities of a series shall
be issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in denominations of $5,000 and  
$100,000.                                                                       

SECTION 2.4  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.  The     
Securities shall be executed on behalf of the Company by its Chairman of the    
Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or
the Treasurer or any Assistant Treasurer, under its corporate seal reproduced   
thereon attested by its Secretary or one of its Assistant Secretaries.  The     
signature of any of these officers on the Securities may be manual or facsimile.
Coupons shall bear the facsimile signature of the Treasurer or any Assistant    
Treasurer of the Company.                                                       

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

    At any time and from time to time after the execution and delivery of this
Indenture (and subject to delivery of the Board Resolution or Officers'         
Certificate or supplemental indenture as set forth in Section 2.3 with respect  
to the initial issuance of Securities of any series), the Company may deliver   
Securities of any series together with any coupons appertaining thereto,        
executed by the Company to the Trustee or its authenticating agent with respect 
to Bearer Securities for authentication, together with a Company Order for the  
authentication and delivery of such Securities; and the Trustee or its          
authenticating agent with respect to Bearer Securities in accordance with such  
Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER,
that, with respect to Securities of a series subject to a Periodic Offering, (a)
such Company Order may be delivered by the                                      

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Company to the Trustee or its authenticating agent with respect to Bearer       
Securities prior to the delivery to the Trustee of such Securities for          
authentication and delivery, (b) the Trustee shall authenticate and deliver     
Securities of such series for original issue from time to time, in an aggregate 
Principal Amount not exceeding the aggregate Principal Amount established for   
such series, pursuant to a Company Order or pursuant to such procedures         
acceptable to the Trustee as may be specified from time to time by a Company    
Order, (c) the rate or rates of interest, if any, the Stated Maturity or        
Maturities, the original issue date or dates, the redemption provisions, if any,
and any other terms of Securities of such series shall be determined by a       
Company Order or pursuant to such procedures and (d) if provided for in such    
procedures, such Company Order may authorize authentication and delivery        
pursuant to oral or electronic instructions from the Company, or the Company's  
duly authorized agent or agents designated in an Officers' Certificate, which   
oral instructions shall be promptly confirmed in writing; and PROVIDED, FURTHER,
that no Bearer Security or coupon shall be mailed or otherwise delivered to any 
person who is not a United States Alien or to any location in the United States.
Except as permitted by Section 2.9, the Trustee's authenticating agent shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for 
interest then matured have been detached and cancelled.                         

If the forms or terms of the Securities of the series and any related 
coupons have been established in or pursuant to one or more Officers'           
Certificates as permitted by Sections 2.1 and 2.3(a), in authenticating such    
Securities, and accepting the additional responsibilities under this Indenture  
in relation to such Securities, the Trustee shall be entitled to receive, and   
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:                                                                

   (a)  that the form and terms of such Securities and any coupons have been
duly authorized by the Company and established in conformity with the provisions
of this Indenture; and                                                          

    (b)  that such Securities, together with any coupons appertaining thereto,
when authenticated and delivered by the Trustee or its authenticating agent 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 customary
exceptions;                                                                     

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PROVIDED, HOWEVER, that, with respect to Securities of a series subject to a    
Periodic Offering, the Trustee shall be entitled to receive such Opinion of     
Counsel only once at or prior to the time of the first authentication of        
Securities of such series (provided that such Opinion of Counsel covers all     
Securities of such series) and that the Opinion of Counsel above may state:     

          (x) that the forms of such Securities have been, and the terms of such
   Securities (when established in accordance with such procedures as may be
    specified from time to time in a Company Order, all as contemplated by and
in accordance with a Board Resolution or an Officers' Certificate or  
     supplemental indenture pursuant to Section 2.3(a), as the case may be) will
 have been, duly authorized by the Company and established in conformity
with the provisions of this Indenture; and                            

(y) that such Securities, together with the coupons, if any,
appertaining thereto, when (1) executed by the Company, (2) completed,
authenticated and delivered by the Trustee or in the case of Bearer   
    Securities and coupons, an authenticating agent located outside the United
     States, in accordance with this Indenture, and (3) 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 customary
exceptions.                                                           

    With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of 
such Securities, the form and terms thereof and the legality, validity, binding 
effect and enforceability thereof, upon the Opinion of Counsel and other        
documents delivered pursuant to Sections 2.1 and 2.3(a) and this Section, as    
applicable, at or prior to the time of the first authentication of Securities of
such series unless and until it has received written notification that such     
opinion or other documents have been superseded or revoked.  In connection with 
the authentication and delivery of Securities of a series subject to a Periodic 
Offering, the Trustee shall be entitled to assume, unless it has actual         
knowledge to the contrary, that the Company's instructions to authenticate and  
deliver such Securities do not violate any rules, regulations or orders of any  
governmental agency or commission having jurisdiction over the Company.         

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     Notwithstanding the provisions of Section 2.3(a) and of the preceding three
paragraphs, if all Securities of a series are subject to a Periodic Offering, it
shall not be necessary to deliver the Officers' Certificate otherwise required  
pursuant to Section 2.3(a) at or prior to the time of authentication of each    
Security of such series if such Officers' Certificate is delivered at or prior  
to the authentication upon original issuance of the first Security of such      
series to be issued.                                                            

 Each Registered Security shall be dated the date of its authentication;
and, unless otherwise specified as contemplated by Section 2.3(a), each Bearer  
Security (including a Bearer Security represented by a temporary global         
Security) shall be dated as of the date of original issuance of the first       
Security of such series to be issued.                                           

   The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities.  Unless otherwise provided in the appointment, an   
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes      
authentication by such agent.                                                   

     No Security or coupon shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security 
a certificate of authentication substantially in the form provided for herein   
duly executed by the Trustee by manual signature of an authorized signatory, and
such certificate upon any Security shall be conclusive evidence, and the only   
evidence, that such Security has been duly authenticated and delivered          
hereunder.  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 First National Bank of Chicago,
as Trustee

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

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Notwithstanding the foregoing, if any Security shall have been duly             
authenticated and delivered hereunder but never issued and sold by the Company, 
and the Company shall deliver such Security to the Trustee for cancellation as  
provided in Section 2.12 together with a written statement (which need not      
comply with Section 13.4 or 13.5 and need not be accompanied by an Opinion of   
Counsel) stating that such Security has never been issued and sold by the       
Company, for all purposes of this Indenture such Security shall be deemed never 
to have been authenticated and delivered hereunder and shall never be entitled  
to the benefits of this Indenture.                                              

    SECTION 2.5  REGISTRAR AND PAYING AGENT.  The Company shall maintain, with
respect to each series of Securities, an office or agency where such Securities 
may be presented for registration of transfer or for exchange ("REGISTRAR") and 
an office or agency where such Securities may be presented for purchase or      
payment ("PAYING AGENT").  The Registrar shall keep a register of the Securities
and of their transfer and exchange.  The Company may have one or more           
co-registrars and one or more additional paying agents.  The term Paying Agent  
includes any additional paying agent.                                           

   The Company shall enter into an appropriate agency agreement with respect
to each series of Securities with any Registrar, Paying Agent or co-registrar   
(if not the Trustee).  The agreement shall implement the provisions of this     
Indenture that relate to such agent.  The Company shall notify the Trustee of   
the name and address of any such agent.  If the Company fails to maintain a     
Registrar or Paying Agent for a particular series of Securities, the Trustee    
shall act as such and shall be entitled to appropriate compensation therefor    
pursuant to Section 7.7.  The Company or any Subsidiary or an Affiliate of      
either of them may act as Paying Agent, Registrar or co-registrar.              

The Company initially appoints the Trustee as the Registrar and Paying
Agent in connection with such Securities.                                       

     SECTION 2.6  PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.  Except as
otherwise provided herein, prior to or on each due date of payments in respect  
of any series of Securities, the Company shall deposit with the Paying Agent    
with respect to such Securities a sum of money sufficient to make such payments 
when so becoming due.  The Company shall require each Paying Agent (other than  
the Trustee) to agree in writing that the Paying Agent shall hold in trust for  
the benefit of Holders or the Trustee all money held by such Paying Agent for   

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the making of payments in respect of the Securities of such series and shall    
notify the Trustee of any default by the Company in making any such payment.  At
any time during the continuance of any such default, a Paying Agent shall, upon 
the written request of the Trustee, forthwith pay to the Trustee all money so   
held in trust with respect to such Securities.  If the Company, a Subsidiary or 
an Affiliate of either of them acts as Paying Agent for a series of Securities, 
it shall segregate the money held by it as Paying Agent with respect to such    
Securities and hold it as a separate trust fund.  The Company at any time may   
require a Paying Agent for a series of Securities to pay all money held by it   
with respect to such Securities to the Trustee and to account for any money     
disbursed by it.  Upon doing so, such Paying Agent shall have no further        
liability for the money.                                                        

SECTION 2.7  SECURITYHOLDER LISTS.  The Trustee shall preserve in as  
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of each series of Securities.  If the     
Trustee is not the Registrar for any series of Securities, the Company shall    
cause to be furnished to the Trustee at least semiannually on June 1 and        
December 1 a listing of Holders of such series of Securities dated within 15    
days of the date on which the list is furnished and at such other times as the  
Trustee may request in writing a list in such form and as of such date as the   
Trustee may reasonably require of the names and addresses of Securityholders of 
such series of Securities.                                                      

 SECTION 2.8  TRANSFER AND EXCHANGE.  Upon surrender for registration of
transfer of any Security at the office or agency of the Company designated      
pursuant to Section 4.5 for such purpose in a Place of Payment, the Company     
shall execute, and the Trustee shall authenticate and deliver, in the name of   
the designated transferee or transferees, one or more new Securities of any     
authorized denomination or denominations of a like aggregate Principal Amount   
and tenor.  The Company shall not charge a service charge for any registration  
of transfer or exchange, but the Company may require payment of a sum sufficient
to pay all taxes, assessments or other governmental charges that may be imposed 
in connection with the transfer or exchange of the Securities from the          
Securityholder requesting such transfer or exchange (other than any exchange of 
a temporary Security for a definitive Security not involving any change in      
ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or 10.3, not       
involving any transfer).                                                        

   Notwithstanding any other provisions (other than the provisions set forth
in the sixth and seventh paragraphs) of this Section, a Security in global form 
representing all or a portion of the Securities of a series may not be          
transferred                                                                     

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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. 

 At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized  
denomination or denominations, of a like aggregate Principal Amount and tenor,  
upon surrender of the Securities to be exchanged at such office or agency.      
Whenever any Securities are so surrendered for exchange, the Company shall      
execute, and the Trustee shall authenticate and deliver, the Securities which   
the Holder making the exchange is entitled to receive.  Bearer Securities may   
not be issued in exchange for Registered Securities.                            

At the option of the Holder, Bearer Securities of any series may be   
exchanged for Registered Securities of the same series of any authorized        
denomination or denominations and of a like aggregate Principal Amount and      
tenor, upon surrender of the Bearer Securities to be exchanged at any office or 
agency of the Company located outside the United States, with all unmatured     
coupons and all matured coupons in default thereto appertaining.  If the Holder 
of a Bearer Security is unable to produce any such unmatured coupon or coupons  
or matured coupon or coupons in default, such exchange may be effected if the   
Bearer Securities are accompanied by payment in funds acceptable to the Company 
and the Trustee or Paying Agent in an amount equal to the face amount of such   
missing coupon or coupons, or the surrender of such missing coupon or coupons   
may be waived by the Company, the Paying Agent and the Trustee if there is      
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless.  If thereafter the Holder of such Security  
shall surrender to any Paying Agent any such missing coupon in respect of which 
such a payment shall have been made, such Holder shall be entitled to receive   
the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise        
provided in Section 4.5, interest represented by coupons shall be payable only  
upon presentation and surrender of those coupons at an office or agency located 
outside the United States.  Notwithstanding the foregoing, in case a Bearer     
Security of any series is surrendered at any such office or agency in exchange  
for a Registered Security of the same series and like tenor after the close of  
business at such office or agency on (i) any Regular Record Date and before the 
opening of business at such office or agency on the relevant Interest Payment   
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed                                        

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date for payment of Defaulted Interest, such Bearer Security shall be           
surrendered without the coupon relating to such Interest Payment Date or        
proposed date for payment, as the case may be, and interest or Defaulted        
Interest, as the case may be, will not be payable on such Interest Payment Date 
or proposed date for payment, as the case may be, in respect of the Registered  
Security issued in exchange for such Bearer Security, but will be payable only  
to the Holder of such coupon when due in accordance with the provisions of this 
Indenture.                                                                      

    Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee or a duly appointed authenticating agent shall         
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.                                                            

   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, 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 Company receives such notice, the Company will execute, and the Trustee,    
upon receipt of a Company Order for the authentication and delivery of          
definitive Securities of such series, will authenticate and deliver Securities  
of such series in definitive form in an aggregate Principal Amount equal to the 
Principal Amount of the Security or Securities in global form representing such 
series in exchange for such Security or Securities in global form in accordance 
with the instructions, if any, of the Depositary.                               

   The Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more global Securities    
shall no longer be represented by such global Security or Securities.  In such  
event the Company will execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Securities of such series,    
will authenticate and deliver Securities of such series in definitive form and  
in an aggregate Principal Amount equal to the Principal Amount of the Security  
or Securities in global form representing such series in exchange for such      
Security or Securities in global form in accordance with the instructions, if   
any, of the Depositary.                                                         

Notwithstanding the foregoing, except as otherwise specified in the   
preceding two paragraphs or as contemplated by Section 2.3(a), any global       
Security shall be exchangeable only as provided in this paragraph.  If the      
beneficial owners of                                                            

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interests in a global Security are entitled to exchange such interests for      
definitive Securities of such series and of like Principal Amount and tenor but 
of another authorized form and denomination, as specified as contemplated by    
Section 2.3(a), then without unnecessary delay but in any event not later than  
the earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate Principal Amount equal
to the Principal Amount of such global Security, executed by the Company.  On or
after the earliest date on which such interests may be so exchanged, such global
Security shall be surrendered by the Depositary with respect thereto to the     
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or  
from time to time in part, for definitive Securities without charge and the     
Trustee or, in the case of Bearer Securities, an authenticating agent outside   
the United States shall authenticate and deliver, in exchange for each portion  
of such global Security, an equal aggregate Principal Amount of definitive      
Securities of the same series of authorized denominations and of like tenor as  
the portion of such global Security to be exchanged which, unless the Securities
of the series are not issuable both as Bearer Securities and as Registered      
Securities, as specified as contemplated by Section 2.3(a), shall be in the form
of Bearer Securities or Registered Securities, or any combination thereof, as   
shall be specified by the beneficial owner thereof; PROVIDED, HOWEVER, that     
notwithstanding the last paragraph of this Section 2.8, no such exchanges may   
occur during a period beginning at the opening of business 15 days before any   
selection of Securities of that series to be redeemed and ending on the relevant
Redemption Date; and PROVIDED, FURTHER, that no Bearer Security or coupon       
delivered in exchange for a portion of a global Security shall be mailed or     
otherwise delivered to any person that is not a United States Alien or to any   
location in the United States.  If a Registered Security is issued in exchange  
for any portion of a global Security after the close of business at the office  
or agency where such exchange occurs on (i) any Regular Record Date and before  
the opening of business at such office or agency on the relevant Interest       
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted  
Interest, interest or Defaulted Interest, as the case may be, will not be       
payable on such Interest Payment Date or proposed date for payment, as the case 
may be, in respect of such Registered Security, but will be payable on such     
Interest Payment Date or proposed date for payment, as the case may be, only to 
the Person to whom interest in respect of such portion of such global Security  
is payable in accordance with the provisions of this Indenture.                 

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     Upon the exchange of a Security in global form for Securities in definitive
form, such Security in global form shall be cancelled by the Trustee.  All      
cancelled Securities and coupons held by the Trustee shall be destroyed by the  
Trustee and a certificate of their destruction delivered to the Company unless  
the Company directs, by Company Order, that the Trustee shall cancel Securities 
and deliver a certificate of destruction to the Company.  Registered Securities 
issued in exchange for a Security in global form pursuant to this Section 2.8   
shall be registered in such names and in such authorized denominations as the   
Depositary for such Security in global form, pursuant to instructions from its  
direct or indirect participants or otherwise, shall instruct the Trustee.  The  
Trustee shall deliver such Registered Securities as instructed in writing by the
Depositary.                                                                     

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 be duly endorsed, or be accompanied by a written 
instrument of transfer in form satisfactory to the Company and the Registrar    
duly executed, by the Holder thereof or his attorney duly authorized in writing.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of   
business 15 days before any selection of Securities of that series to be        
redeemed and ending (except as otherwise provided in the first proviso in the   
eighth paragraph of this Section 2.8) at the close of business on (A) if        
Securities of the Series are issuable only as Registered Securities, the day of 
the mailing of the relevant notice of redemption and (B) if Securities of the   
series are issuable as Bearer Securities, the day of the first publication of   
the relevant notice of redemption or, if Securities of the series are also      
issuable as Registered Securities and there is no publication, the mailing of   
the relevant notice of redemption, or (ii) to register the transfer of or       
exchange any Registered Security so selected for redemption, in whole or in     
part, except the unredeemed portion of any Security being redeemed in part, or  
(iii) to exchange any Bearer Security so selected for redemption except that    
such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor, provided that such Registered Security shall be simultaneously  
surrendered for redemption.                                                     

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SECTION 2.9  REPLACEMENT SECURITIES AND COUPONS.  If (a) any mutilated
Security or a Security with a mutilated coupon appertaining thereto is          
surrendered to the Trustee or paying agent outside the United States, or (b) the
Company and the Trustee receive evidence to their satisfaction of the           
destruction, loss or theft of any Security or coupon, and there is delivered to 
the Company and the Trustee such security or indemnity as may be required by    
them to save each of them harmless, then, in the absence of written notice to   
the Company, any such paying agent or the Trustee that such Security or coupon  
has been acquired by a BONA FIDE purchaser, the Company shall execute and upon  
its written request the Trustee or paying agent outside the United States shall 
authenticate and deliver, in exchange for any such mutilated Security or coupon 
or in lieu of any such destroyed, lost or stolen Security or coupon, or in      
exchange for the Security to which a mutilated, destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not mutilated, destroyed, lost or      
stolen), a new Security of the same series and of like tenor and Principal      
Amount, bearing a number not contemporaneously outstanding, with coupons        
corresponding to the coupons, if any, appertaining to such destroyed, lost or   
stolen Security or coupon, or to the Security to which such destroyed, lost or  
stolen coupon appertains.                                                       

  In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion 
may, instead of issuing a new Security, pay such Security or coupon; PROVIDED,  
HOWEVER, that the Principal of and any interest on Bearer Securities shall,     
except as otherwise provided in Section 4.5, be payable only at an office or    
agency located outside the United States and, unless otherwise specified as     
contemplated by Section 2.3(a), any interest on Bearer Securities shall be      
payable only upon presentation and surrender of the coupons appertaining        
thereto.                                                                        

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

     Every new Security of any series issued pursuant to this Section in lieu of
any mutilated, destroyed, lost or stolen Security, or in exchange for a Security
to which a mutilated, 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
any such new                                                                    

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Security and coupons, if any, shall be entitled to all benefits of this         
Indenture equally and proportionately with any and all other Securities of that 
issue 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 2.10  OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION.
Securities of any series "OUTSTANDING" at any time are, as of the date of       
determination, all the Securities of such series theretofore authenticated by   
the Trustee for such series except for those cancelled by it, those delivered to
it for cancellation and those described in this Section 2.10 as not outstanding.
A Security does not cease to be "OUTSTANDING" because the Company or an         
Affiliate thereof holds the Security; PROVIDED, HOWEVER, that in determining    
whether the Holders of the requisite Principal Amount of Outstanding Securities 
have given or concurred in any request, demand, authorization, direction,       
notice, consent or waiver hereunder, Securities owned by the Company or any     
other obligor upon the Securities or any Affiliate of the Company or such other 
obligor shall be disregarded and deemed not to be outstanding, except that, in  
determining whether the Trustee shall be protected in relying upon any such     
request, demand, authorization, direction, notice, consent or waiver, only      
Securities which the Trustee 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.  Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such   
determination (including, without limitation, determinations pursuant to        
Articles 6 and 9).  In addition, in determining whether the Holders of the      
requisite Principal Amount of Outstanding Securities have given or concurred in 
any request, demand, authorization, direction, notice, consent or waiver        
hereunder, (i) the Principal Amount of a Discount Security that shall be deemed 
to be Outstanding shall be the amount of the Principal thereof that would be due
and payable as of the date of such determination upon acceleration of the       
Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a        
Security denominated in a foreign currency or currencies shall be the Dollar    
equivalent, as determined on the date of original issuance of such Security, of 
the Principal Amount (or, in the case of a                                      

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Discount Security, the Dollar equivalent on the date of original issuance of    
such Security of the amount determined as provided in (i) above) of such        
Security.                                                                       

   If a Security has been paid pursuant to Section 2.9 or in exchange for or
in lieu of which another Security has been authenticated and delivered pursuant 
to this Indenture, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a BONA FIDE purchaser. 

If the Trustee (other than the Company) holds, in accordance with this
Indenture, on a Redemption Date or on Stated Maturity, money sufficient to pay  
Securities and any coupons thereto appertaining payable on that date, then on   
and after that date such Securities shall cease to be outstanding and interest, 
if any, on such Securities shall cease to accrue; PROVIDED, that if such        
Securities are to be redeemed, notice of such redemption has been duly given    
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made.                                                                      

    SECTION 2.11  TEMPORARY SECURITIES.  Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the   
Trustee shall authenticate and deliver, temporary Securities which are printed, 
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form or, if authorized, in bearer form with
one or more coupons or without coupons, 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.  Such temporary Securities may be in global form.                   

     Except in the case of Securities represented by a temporary global Security
(which shall be exchanged in accordance with the provisions of the three        
succeeding paragraphs), if temporary Securities for some or all of the          
Securities of any series are issued, the Company will cause definitive          
Securities representing such Securities to be prepared without unreasonable     
delay.  Subject to Section 2.2, after the preparation of such definitive        
Securities, the temporary Securities shall be exchangeable for such definitive  
Securities of like tenor upon surrender of the temporary Securities at the      
office or agency of the Company designated for such purpose pursuant to Section 
4.5 in a Place of Payment for such series for the purpose of exchanges of       
Securities of such series, without charge to the Holder.  Upon surrender for    
cancellation of any one or more temporary Securities of any series (accompanied 
by any unmatured coupons appertaining thereto), the Com-                        

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pany shall execute and the Trustee shall authenticate and deliver in exchange   
therefor a like Principal Amount of definitive Securities of the same series and
of like tenor of authorized denominations; PROVIDED, HOWEVER, that no definitive
Bearer Security or Permanent Global Bearer Security shall be delivered in       
exchange for a temporary Registered Security.  Until so exchanged the temporary 
Securities shall in all respects be entitled to the same benefits under this    
Indenture as definitive Securities.                                             

 Unless otherwise specified as contemplated by Section 2.3(a), if Bearer
Securities of any series are represented by a Security in temporary global form,
any such temporary global Security shall be delivered to the Depositary for the 
benefit of Euro-Clear and Cedel S.A., for credit to the respective accounts of  
the beneficial owners of such Securities (or to such other accounts as they may 
direct).                                                                        

Without unnecessary delay but in any event not later than the Exchange
Date, the Company shall deliver to the Trustee or paying agent outside the      
United States permanent Securities of the same series which may be in definitive
or global form at the sole discretion of the Company, in aggregate Principal    
Amount equal to the Principal Amount of such temporary global Security, executed
by the Company.  On or after the Exchange Date, such temporary global Security  
shall be surrendered by the Depositary to the Trustee or paying agent outside   
the United States, as the Company's agent for such purpose, to be exchanged, in 
whole or from time to time in part, for permanent Securities of the same series 
which may be in definitive or global form at the sole discretion of the Company 
and of like tenor without charge and the Trustee shall authenticate and deliver,
in exchange for each portion of such temporary global Security, an equal        
aggregate Principal Amount of definitive Securities or interests in the         
Permanent Global Bearer Security of the same series of authorized denominations 
and of like tenor as the portion of such temporary global Security to be        
exchanged.  The permanent Securities to be delivered in exchange for any such   
temporary global Security shall be in definitive bearer form or registered form,
or shall be represented by a Permanent Global Bearer Security, or any           
combination thereof, as specified as contemplated by Section 2.3(a), and, if any
combination thereof is so specified, as requested by the beneficial owner       
thereof PROVIDED, that no beneficial owner of a registered Temporary Global     
Bearer Security who is not a United States alien or who is located in the United
States shall be entitled to receive Bearer Securities.                          

  Unless otherwise specified in any such Temporary Global Bearer Security,
the interest of a beneficial owner of Securities of a series represented by such

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Temporary Global Bearer Security shall be exchanged for permanent Securities of 
the same series which may be in definitive or global form at the sole discretion
of the Company and of like tenor following the Exchange Date when the account   
holder instructs Euro-Clear or Cedel S.A., as the case may be, to request such  
exchange on his behalf and delivers to Euro-Clear or Cedel S.A., as the case may
be, any certificate specified as contemplated by Section 2.3(a).   Unless       
otherwise specified in such Temporary Global Bearer Security, any such exchange 
shall be made free of charge to the beneficial owners of such Temporary Global  
Bearer Security, except that a person receiving permanent Securities must bear  
the cost of insurance, postage, transportation and the like in the event that   
such person does not take delivery of such permanent Securities in person at the
offices of Euro-Clear or Cedel S.A.                                             

    Until exchanged in full as herein-above provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this 
Indenture as permanent Securities of the same series and of like tenor          
authenticated and delivered hereunder, except that, unless otherwise specified  
as contemplated by Section 2.3(a), interest payable on a temporary global       
Security representing a series of Bearer Securities on an Interest Payment Date 
for Securities of such series occurring prior to the applicable Exchange Date   
shall be payable to Euro-Clear and Cedel S.A. on such Interest Payment Date,    
upon delivery by Euro-Clear and Cedel S.A. to a paying agent outside the United 
States of any certificate specified as contemplated by Section 2.3(a), for      
credit without further interest on or after such Interest Payment Date to the   
respective accounts of the persons who are the beneficial owners of such        
Temporary Global Bearer Security on such Interest Payment Date and who have each
delivered to Euro-Clear or Cedel S.A., as the case may be, any certificate      
specified as contemplated by Section 2.3(a).                                    

SECTION 2.12  CANCELLATION.  All Securities or 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 and all Registered Securities and matured  
coupons so delivered shall be promptly cancelled by it.  All Bearer Securities  
and unmatured coupons so delivered shall be held by the Trustee and, upon       
instruction by a Company Order, shall be cancelled or held for reissuance.      
Bearer Securities and unmatured coupons held for reissuance may be reissued only
in replacement of mutilated, lost, stolen or destroyed Bearer Securities of the 
same series and like tenor or the related coupons pursuant to Section 2.9.  All 
Bearer Securities and unmatured coupons held by the Trustee pending such        
cancellation or reissuance                                                      

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shall be deemed to be delivered for cancellation for all purposes of this       
Indenture and the Securities.  The Company may at any time deliver to the       
Trustee for cancellation any Securities previously authenticated and            
delivered hereunder which the Company may have acquired in any manner           
whatsoever (including Securities received by the Company in exchange or         
payment for other Securities of the Company) and may deliver to the Trustee     
(or to any other person for delivery to the Trustee) for cancellation any       
Securities previously authenticated hereunder which the Company has not         
issued and sold, and all Securities so delivered shall be promptly cancelled    
by the Trustee.  The Company may not reissue, or issue new Securities to        
replace, Securities it has paid or delivered to the Trustee for cancellation.   
No Securities shall be authenticated in lieu of or in exchange for any        
Securities cancelled as provided in this Section, except as expressly           
permitted in the form of Securities for any particular series or as permitted   
by this Indenture.  All cancelled Securities and coupons held by the Trustee    
shall be destroyed by the Trustee in accordance with its customary procedures   
and, upon the Company's written request, evidence of their destruction shall    
be delivered to the Company unless the Company directs, by Company Order,       
that the Trustee deliver cancelled Securities to the Company.                   

SECTION 2.13  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.  Unless 
otherwise provided as contemplated by Section 2.3(a) with respect to any series 
of Securities, interest on any Registered Security which is payable, and is     
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name that Security (or one or more Predecessor           
Securities) is registered at the close of business on the Regular Record Date   
for such interest.  In case a Bearer Security of any series is surrendered in   
exchange for a Registered Security of such series after the close of business   
(at an office or agency in a Place of Payment for such series) on any Regular   
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not 
be payable on such Interest Payment Date in respect of the Registered Security  
issued in exchange for such Bearer Security, but will be payable only to the    
Holder of such coupon when due in accordance with the provisions of this        
Indenture.                                                                      

     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                                                                        

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Defaulted Interest may be paid by the Company, at its election in each case, as 
provided in clause (1) or (2) below:                                            

        (1)  The Company may elect to make payment of any Defaulted Interest
to the persons in whose names the Securities of such series (or their 
    respective Predecessor Securities) are registered at the close of business
    on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner.  The Company shall notify the 
    Trustee in writing of the amount of Defaulted Interest proposed to be paid
  on each Registered Security and the date of the proposed payment, and at
     the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such  
   Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
  deposited to be held in trust for the benefit of the persons entitled to
    such Defaulted Interest as in this Clause provided.  Thereupon the Trustee
    shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment.  The Trustee shall 
  promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed 
    payment of such Defaulted Interest and the Special Record Date therefor to
be mailed, first-class postage prepaid, to each Holder of Registered  
    Securities at his address as it appears in the Security Register, not less
 than 10 days prior to such Special Record Date.  Notice of the proposed
 payment of such Defaulted Interest and the Special Record Date therefor
     having been so mailed, such Defaulted Interest shall be paid to the persons
    in whose names the Securities (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
    Registered Securities in any other lawful manner not inconsistent with the
     requirements of any securities exchange on which such Registered 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.                                           

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   Subject to the foregoing provisions of this Section and Section 2.8, each
Security delivered under this Indenture upon registration of transfer of or in  
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.   

SECTION 2.14  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 (except as otherwise       
specified as contemplated by Section 2.3(a) and subject to Section 2.8 and      
Section 2.13) 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.                                             

 Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery.  The Company, the Trustee and any agent of the Company or the 
Trustee may treat the 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.                                    

  None of the Company, the Trustee, any Paying Agent or the Registrar will
have any responsibility or liability for any aspect of the records relating to  
or payments made on account of beneficial ownership interests of a Security in  
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.                                            

  SECTION 2.15  COMPUTATION OF INTEREST.  Except as otherwise specified as
contemplated by Section 2.3(a) for Securities of any series, (i) interest on any
Securities which bear interest at a fixed rate shall be computed on the basis of
a 360-day year comprised of twelve 30-day months and (ii) interest on any       
Securities which bear interest at a variable rate shall be computed on the basis
of the actual number of days in an interest period divided by 360.              

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     ARTICLE III

      REDEMPTION

     SECTION 3.1  RIGHT TO REDEEM; NOTICES TO TRUSTEE.  Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in        
accordance with their terms and (except as otherwise specified as contemplated  
by Section 2.3(a) for Securities of any series) in accordance with this Article.
In the case of any redemption at the election of the Company of less than all   
the Securities of any series, the Company shall, within the time period         
specified below, notify the Trustee in writing of the Redemption Date, the      
Principal Amount of and of any other information necessary to identify the      
Securities of such series to be redeemed and the Redemption Price (including the
information set forth in clauses (4), (5) and (6) of Section 3.3).              

The Company shall give the notice to the Trustee provided for in this 
Section 3.1 at least 60 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee).                                          

SECTION 3.2  SELECTION OF SECURITIES TO BE REDEEMED.  Unless otherwise
specified as contemplated by Section 2.3(a) with respect to any series of       
Securities, if less than all the Securities of any series with the same issue   
date, interest rate and Stated Maturity are to be redeemed, the Trustee shall   
select the particular Securities to be redeemed by such method as the Trustee   
considers fair and appropriate, which method may provide for the selection      
for redemption of portions (equal to the minimum authorized denomination for    
Securities of that series or any integral multiple thereof) of the Principal    
Amount of Registered Securities of such series of a denomination larger than    
the minimum authorized denomination for Securities of that series.  The         
Trustee shall make the selection not more than 60 days before the Redemption    
Date from Outstanding Securities of such series not previously called for       
redemption. Provisions of this Indenture that apply to Securities called for    
redemption also apply to portions of Securities called for redemption.  The     
Trustee shall notify the Company promptly in writing of the Securities to be    
redeemed and, in the case of any portions of Securities to be redeemed, the     
principal amount thereof to be redeemed.                                        

SECTION 3.3  NOTICE OF REDEMPTION.  Unless otherwise specified as     
contemplated by Section 2.3(a) with respect to any series of Securities, at     
least 30 days but not more than 60 days before a Redemption Date, the Company   
shall mail                                                                      

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a notice of redemption by first-class mail, postage prepaid, to each Holder of  
Securities to be redeemed.                                                      

    The notice shall identify the Securities (including CUSIP/ISIN numbers) to
be redeemed and shall state:                                                    

(1)  the Redemption Date;                                   

(2)  the Redemption Price;                                  

          (3)  if fewer than all the Outstanding Securities of any series are to
  be redeemed, the identification (and, in the case of partial redemption,
the Principal Amounts) of the particular Securities to be redeemed;   

         (4)  that on the Redemption Date the Redemption Price will become due
 and payable upon each such Security (or portion thereof) to be redeemed
     and, if applicable, that interest thereon will cease to accrue on and after
said date;                                                            

        (5)  the place or places where such Securities, together in the case
of Bearer Securities with all coupons appertaining thereto, if any,   
  maturing after the Redemption Date, are to be surrendered for payment of
the Redemption Price; and                                             

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

A notice of redemption published as contemplated by Section 13.2 need not       
identify particular Registered Securities to be redeemed.                       

   At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense; PROVIDED, HOWEVER, that, in 
all cases, the text of such Company notice shall be prepared by the Company.    

    SECTION 3.4  EFFECT OF NOTICE OF REDEMPTION.  Once notice of redemption is
given, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice, 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 the      
coupons for such interest appertaining to any Bearer Securities so to be        
redeemed, except to the                                                         

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extent provided below, shall be void.  Upon surrender of any such Security for  
redemption in accordance with said notice, together with all coupons, if any,   
appertaining thereto maturing after the Redemption Date, such Security shall be 
paid by the Company at the Redemption Price, together with accrued interest to  
the Redemption Date; PROVIDED, HOWEVER, that installments of interest on Bearer 
Securities whose Stated Maturity is on or prior to the Redemption Date shall be 
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 4.5) and, unless otherwise specified as           
contemplated by Section 2.3(a), only upon presentation and surrender of coupons 
for such interest; and PROVIDED, FURTHER, that, unless otherwise specified as   
contemplated by Section 2.3(a), 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 Regular 
Record Dates according to their terms and the provisions of Sections 2.8 and    
2.13.                                                                           

    If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face   
amount of all such missing coupons, or the surrender of such missing coupon or  
coupons may be waived by the Company and a paying agent located outside the     
United States if there be furnished to the Company, the Trustee and such paying 
agent such security or indemnity as they may require to save each of them and   
any Paying Agent harmless.  If thereafter the Holder of such Security shall     
surrender to any Paying Agent any such missing coupon in respect of which a     
deduction shall have been made from the Redemption Price, such Holder shall be  
entitled to receive the amount so deducted; PROVIDED, HOWEVER, that interest    
represented by coupons shall be payable only at an office or agency located     
outside the United States (except as otherwise provided in Section 4.5) and,    
unless otherwise specified as contemplated by Section 2.3(a), only upon         
presentation and surrender of those coupons.                                    

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

SECTION 3.5  DEPOSIT OF REDEMPTION PRICE.  By or before 10:00 a.m. New
York City time on the Redemption Date, the Company shall deposit with the       
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of    
them                                                                            

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is the Paying Agent, shall segregate and hold in trust) money sufficient to pay 
the Redemption Price and (except if the Redemption Date shall be an Interest    
Payment Date) accrued interest on, of all Securities to be redeemed on that date
other than Securities or portions of Securities called for redemption which     
prior thereto have been delivered by the Company to the Trustee for             
cancellation.  If such money is then held by the Company in trust and is not    
required for such purpose, it shall be discharged from such trust.              

     SECTION 3.6  SECURITIES REDEEMED IN PART.  Any Registered Security which is
to be redeemed only in part shall be surrendered at a Place of Payment therefor 
(with, if the Company or the Trustee so requires, due endorsement by, or a      
written instrument of transfer in form satisfactory to the Company and the      
Trustee duly executed by, the Holder thereof or his attorney duly authorized in 
writing), and upon such surrender, the Company shall execute and the Trustee    
shall authenticate and deliver to the Holder of such Security a new Registered  
Security or Securities of the same series and of like tenor, in an authorized   
denomination as requested by such Holder, equal in aggregate Principal Amount to
and in exchange for the unredeemed portion of the Principal of the Security     
surrendered.                                                                    

      ARTICLE IV

     COVENANTS

  SECTION 4.1  PAYMENT OF SECURITIES.  The Company shall promptly make all
payments in respect of each series of Securities on the dates and in the manner 
provided in the Securities and any coupons appertaining thereto and, to the     
extent not otherwise so provided, pursuant to this Indenture.  An installment of
Principal of or interest on the Securities shall be considered paid on the date 
it is due if the Trustee or a Paying Agent (other than the Company or an        
Affiliate of the Company) holds on that date funds (in the currency or          
currencies of payment with respect to such Securities) designated for and       
sufficient to pay such installment.  Unless otherwise specified as contemplated 
by Section 2.3(a) with respect to any series of Securities, any interest due on 
Bearer Securities on or before Maturity shall be payable only upon presentation 
and surrender of the several coupons for such interest installments as are      
evidenced thereby as they severally mature.  At the Company's option, payments  
of Principal or interest may be made by check or                                

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by transfer to an account maintained by the payee subject, in the case of Bearer
Securities, to the provisions of Section 4.5.                                   

    SECTION 4.2  SEC REPORTS.  The Company shall file with the Trustee, within
15 days after it files such annual and quarterly reports, information, documents
and other reports with the SEC, copies of its annual report and of the          
information, documents and other reports (or copies of such portions of any of  
the foregoing as the SEC may by rules and regulations prescribe) which the      
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the 
Exchange Act.  The Company also shall comply with the other provisions of TIA   
Section 314(a).                                                                 

SECTION 4.3  COMPLIANCE CERTIFICATE.  The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year (beginning with the   
fiscal year ending on SEPTEMBER 30, _____) an Officers' Certificate stating     
whether or not the signers know of any Default that occurred during such period.
If they do, such Officers' Certificate shall describe the Default and its       
status.                                                                         

  SECTION 4.4  FURTHER INSTRUMENTS AND ACTS.  Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such       
further acts as may be reasonably necessary or proper to carry out more         
effectively the purposes of this Indenture.                                     

  SECTION 4.5  MAINTENANCE OF OFFICE OR AGENCY.  If Securities of a series
are issuable only as Registered Securities, the Company will maintain in each   
Place of Payment for such series an office or agency where Securities of that   
series may be presented or surrendered for payment, where Securities of that    
series may be surrendered for registration of transfer or exchange 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) in the Borough of Manhattan,
the City of New York, an office or agency where any Registered Securities of    
that series may be presented or surrendered for payment, where any Registered   
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, purchase or          
redemption and where notices and demands to or upon the Company in respect of   
the Securities of that series and this Indenture may be served and where Bearer 
Securities of that series and related coupons may be presented or surrendered   
for payment in the circumstances described in the following paragraph (and not  
otherwise), (B) subject to any laws                                             

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or regulations applicable thereto, in a Place of Payment for that series which  
is located outside the United States, an office or agency where Securities of   
that series and related coupons may be presented and surrendered for payment    
(including payment of any additional amounts payable on Securities of that      
series pursuant to Section 4.6), and (C) subject to any laws or regulations     
applicable thereto, in a Place of Payment for that series located outside the   
United States an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange 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 office of the Trustee, at 14 Wall Street, 8th Floor, Window 2, New 
York, New York 10005, Attention:  Corporate Trust Administration, shall be such 
office or agency for all of the aforesaid purposes unless the Company shall     
maintain some other office or agency for such purposes and shall give prompt    
written notice to the Trustee of the location, and any change in the location,  
of such other office or agency.  If at any time the Company shall fail to       
maintain any such required office or agency in respect of any series of         
Securities or shall fail to furnish the Trustee with the address thereof, such  
presentations and surrenders of Securities of that series may be made and       
notices and demands may be made or served at the address of the Trustee set     
forth in Section 13.2, except that Bearer Securities of that series and the     
related coupons may be presented and surrendered for payment (including payment 
of any additional amounts payable on Bearer Securities of that series pursuant  
to Section 4.6) at the place specified for that purpose as contemplated by      
Section 2.3(a) or, if no such place is specified, at the main office of the     
Trustee in London, and the Company hereby appoints the same as its agent to     
receive such respective 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 (including any        
additional amounts payable on Securities of such series pursuant to Section 4.6)
shall be made at the office of the Company's Paying Agent in the Borough of     
Manhattan, The City of 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                                             

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United States maintained for such 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 of one or more series may be presented or      
surrendered for any or all such purposes and may from time to time rescind such 
designations; PROVIDED, HOWEVER, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in accordance with the requirements set forth above for Securities of any series
for such purposes.  The Company will give prompt written notice to the Trustee  
of any such designation or rescission and of any change in the location of any  
such other office or agency.                                                    

   SECTION 4.6  ADDITIONAL AMOUNTS.  If specified as contemplated by Section
2.3(a), the Securities of a series may provide for the payment of additional    
amounts, and in such case, the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto additional amounts as provided   
therein.  Wherever in this Indenture there is mentioned, in any context, the    
payment of the Principal of or any interest on, or in respect of, any Security  
of any series or payment of any related coupon, such mention shall be deemed to 
include mention of the payment of additional amounts provided for in this       
Section to the extent that, in such context, additional amounts are, were or    
would be payable in respect thereof pursuant to the provisions of this Section  
and express mention of the payment of additional amounts (if applicable) in any 
provisions hereof shall not be construed as excluding additional amounts in     
those provisions hereof where such express mention is not made.                 

If the Securities of a series provide for the payment of additional   
amounts, at least 10 days prior to the first Interest Payment Date with respect 
to that series of Securities (or if the Securities of that series will not bear 
interest prior to Maturity, the first day on which payment of Principal is      
made), and at least 10 days prior to each date of payment of Principal and any  
interest if there has been any change with respect to the matters set forth in  
the below-mentioned Officers' Certificate, the Company will furnish the Trustee 
and the Company's Paying Agent or Paying Agents, if other than the Trustee, with
an Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of Principal of and any interest on the Securities  
of that series shall be made to Holders of Securities of that series or any     
related coupons who are United States                                           

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Aliens without withholding for or on account of any tax, assessment or other    
governmental charge described in the Securities of that series.  If any such    
withholding shall be required, then such Officers' Certificate shall specify by 
country the amount, if any, required to be withheld on such payments to such    
Holders of Securities or coupons and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by the Securities of such series   
and this Section.  The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense    
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.                       

     ARTICLE V

     SUCCESSOR CORPORATION

    SECTION 5.1  WHEN COMPANY MAY MERGE OR TRANSFER ASSETS.  The Company shall
not consolidate with or merge with or into any other person or convey, transfer 
or lease its properties and assets substantially as an entirety to any person,  
unless:                                                                         

    (a)  either (1) the Company shall be the continuing corporation or (2) the
person (if other than the Company) formed by such consolidation or into which   
the Company is merged or the person which acquires by conveyance, transfer or   
lease the properties and assets of the Company substantially as an entirety (i) 
shall be a corporation, partnership or trust organized and validity existing    
under the laws of the United States or any state thereof or the District of     
Columbia and (ii) shall expressly assume, by an indenture supplemental hereto,  
executed and delivered to the Trustee, in form satisfactory to the Trustee, all 
of the obligations of the Company under the Securities and this Indenture;      

    (b)  immediately after giving effect to such transaction, no Default shall
have occurred and be continuing; and                                            

(c)  the Company shall have delivered to the Trustee an Officers'     
Certificate and an Opinion of Counsel, each stating that such consolidation,    
merger, conveyance, transfer or lease and, if a supplemental indenture is       
required in connection with such transaction, such supplemental indenture,      
comply with this                                                                

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Article and that all conditions precedent herein provided for relating to such  
transaction have been satisfied.                                                

     The successor person formed by such consolidation or into which the Company
is merged or the successor person to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and 
power of the Company under this Indenture with the same effect as if such       
successor had been named as the Company herein; and thereafter, except in the   
case of a lease of its properties and assets substantially as an entirety, the  
Company shall be discharged from all obligations and covenants under this       
Indenture, the Securities and coupons.                                          

      ARTICLE VI

     DEFAULTS AND REMEDIES

     SECTION 6.1  EVENTS OF DEFAULT.  Unless otherwise specified as contemplated
by Section 2.3(a) with respect to any series of securities, an "EVENT OF        
DEFAULT" occurs, with respect to each series of the Securities individually, if:

        (1)  the Company defaults in (a) the payment of the principal of any
    Security of such series at its Maturity or (b) the payment of any interest
    upon any Security of such series when the same becomes due and payable and
continuance of such default for a period of 30 days;                  

      (2)  the Company fails to comply with any of its agreements in the
  Securities or this Indenture (other than those referred to in clause (1)
    above and 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 been expressly included in this Indenture solely for the benefit
of a series of Securities other than such series) and such failure    
    continues for 60 days after receipt by the Company of a Notice of Default;

(3)  there shall have been the entry by a court of competent
    jurisdiction of (a) a decree or order for relief in respect of the Company
     in an involuntary case or proceeding under any applicable Bankruptcy Law or
(b) a decree or order adjudging the Company bankrupt or insolvent, or 
 seeking reorganization, arrangement, adjustment or composition of or in
respect of                                                            

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the Company under any applicable federal or state law, or appointing a
    custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its    
  property, or ordering the wind up or liquidation of its affairs, and any
     such decree or order for relief shall continue to be in effect, or any such
   other decree or order shall be unstayed and in effect, for a period of 60
consecutive days;                                                     

       (4)  (a) the Company commences a voluntary case or proceeding under
any applicable Bankruptcy Law or any other case or proceeding to be   
     adjudicated bankrupt or insolvent, (b) the Company consents to the entry of
  a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Bankruptcy Law or to the      
     commencement of any bankruptcy or insolvency case or proceeding against it,
(c) the Company files a petition or answer or consent seeking         
reorganization or substantially comparable relief under any applicable
federal state law, (d) the Company (x) consents to the filing of such 
petition or the appointment of, or taking possession by, a custodian, 
   receiver, liquidator, assignee, trustee, sequestrator or similar official
 of the Company or of any substantial part of its property, (y) makes an
assignment for the benefit of creditors or (z) admits in writing its  
    inability to pay its debts generally as they become due or (e) the Company
takes any corporate action in furtherance of any such actions in this 
clause (4); or                                                        

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

     "BANKRUPTCY LAW" means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors.  "CUSTODIAN" means any receiver,        
trustee, assignee, liquidator, custodian or similar official under any          
Bankruptcy Law.                                                                 

A Default under clause (2) above is not an Event of Default until the 
Trustee notifies the Company, or the Holders of at least 25% in aggregate       
Principal Amount of the Outstanding Securities of such series notify the Company
and the Trustee, of the Default and the Company does not cure such Default      
within the time specified in clause (2) above after receipt of such notice.  Any
such notice must specify the Default, demand that it be remedied and state that 
such notice is a "NOTICE OF DEFAULT."                                           

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SECTION 6.2  ACCELERATION.  If an Event of Default with respect to    
Securities of any series at the time Outstanding (other than an Event of Default
specified in Section 6.1(3) or (4)) occurs and is continuing, the Trustee by    
notice to the Company, or the Holders of at least 25% in aggregate Principal    
Amount of the Outstanding Securities of that series by notice to the Company and
the Trustee, may declare the Principal Amount (or, if any of the Securities of  
that series are Discount Securities, such portion of the Principal Amount of    
such Securities as may be specified in the terms thereof) of all the Securities 
of that series to be immediately due and payable.  Upon such a declaration, such
Principal (or portion thereof) shall be due and payable immediately.  If an     
Event of Default specified in Section 6.1(3) or (4) occurs and is continuing,   
the Principal (or portion thereof) of all the Securities of that series shall   
become and be immediately due and payable without any declaration or other act  
on the part of the Trustee or any Securityholders.  The Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of any series, by      
notice to the Trustee (and without notice to any other Securityholder) may      
rescind an acceleration with respect to that series and its consequences if the 
rescission would not conflict with any judgment or decree and all existing      
Events of Default with respect to Securities of such series have been cured or  
waived except nonpayment of the Principal (or portion thereof) of Securities of 
such series that has become due solely as a result of such acceleration and if  
all amounts due to the Trustee under Section 7.7 have been paid.  No such       
rescission shall affect any subsequent Default or impair any right consequent   
thereto.                                                                        

SECTION 6.3  OTHER REMEDIES.  If an Event of Default with respect to a
series of Outstanding Securities occurs and is continuing, the Trustee may      
pursue any available remedy to (a) collect the payment of the whole amount then 
due and payable on such Securities for Principal and interest, with interest    
upon the overdue Principal and, to the extent that payment of such interest     
shall be legally enforceable, upon overdue installments of interest from the    
date such interest was due, at the rate or rates prescribed therefor in such    
Securities and, in addition thereto, such further amount as shall be sufficient 
to cover the costs and expenses of collection, including amounts due the Trustee
under Section 7.7 or (b) enforce the performance of any provision of the        
Securities or this Indenture.                                                   

    The Trustee may maintain a proceeding even if the Trustee does not possess
any of the Securities or coupons or does not produce any of the Securities or   
coupons in the proceeding.  A delay or omission by the Trustee or any           
Securityholder in exercising any right or remedy accruing upon an Event of      

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Default shall not impair the right or remedy or constitute a waiver of, or      
acquiescence in, the Event of Default.  No remedy is exclusive of any other     
remedy.  All available remedies are cumulative.                                 

SECTION 6.4  WAIVER OF PAST DEFAULTS.  The Holders of a majority in   
aggregate Principal Amount of the Outstanding Securities of any series, by      
notice to the Trustee (and without notice to any other Securityholder), may on  
behalf of the Holders of all the Securities of such series and any related      
coupons waive an existing Default with respect to such series and its           
consequences except (1) an Event of Default described in Section 6.1(1) with    
respect to such series or (2) a Default in respect of a provision that under    
Section 9.2 cannot be amended without the consent of the Holder of each         
Outstanding Security of such series affected.  When a Default is waived, it is  
deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right.                                                 

   SECTION 6.5  CONTROL BY MAJORITY.  The Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of any series may direct the     
time, method and place of conducting any proceeding for any remedy available to 
the Trustee or of exercising any trust or power conferred on the Trustee with   
respect to the Securities of such series.  However, the Trustee may refuse to   
follow any direction that conflicts with law or this Indenture or that the      
Trustee determines in good faith is unduly prejudicial to the rights of other   
Securityholders or would involve the Trustee in personal liability.             

   SECTION 6.6  LIMITATION ON SUITS.  A Holder of any Security of any series
or any related coupons may not pursue any remedy with respect to this Indenture 
or the Securities unless:                                                       

       (1)  the Holder gives to the Trustee written notice stating that an
Event of Default with respect to the Securities of that series is     
continuing;                                                           

         (2)  the Holders of at least 25% in aggregate Principal Amount of the
     Outstanding Securities of that series make a written request to the Trustee
to pursue the remedy;                                                 

        (3)  such Holder or Holders offer to the Trustee reasonable security
 or indemnity against any loss, liability or expense satisfactory to the
Trustee;                                                              

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          (4)  the Trustee does not comply with the request within 60 days after
    receipt of the notice, the request and the offer of security or indemnity;
and                                                                   

       (5)  the Holders of a majority in aggregate Principal Amount of the
   Outstanding Securities of that series do not give the Trustee a direction
inconsistent with such request during such 60-day period.             

    A Securityholder may not use this Indenture to prejudice the rights of any
other Securityholder or to obtain a preference or priority over any other       
Securityholder.                                                                 

 SECTION 6.7  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.  Notwithstanding any
other provision of this Indenture, the right, which is absolute and             
unconditional, of any Holder of any Security or coupon to receive payment of the
Principal of and (subject to Section 2.13) interest on such Security or payment 
of such coupon on the Stated Maturity or Maturities expressed in such Security  
or coupon (or, in the case of redemption, on the Redemption Date) held by such  
Holder, on or after the respective due dates expressed in the Securities or any 
Redemption Date, or to bring suit for the enforcement of any such payment on or 
after such respective dates, shall not be impaired or affected adversely without
the consent of each such Holder.                                                

    SECTION 6.8  COLLECTION SUIT BY TRUSTEE.  If an Event of Default described
in Section 6.1(1) with respect to Securities of any series occurs and is        
continuing, the Trustee may recover judgment in its own name and as trustee of  
an express trust against the Company for the whole amount owing with respect to 
such series of Securities and the amounts provided for in Section 7.7.          

    SECTION 6.9  TRUSTEE MAY FILE PROOFS OF CLAIM.  In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,          
arrangement, adjustment, composition or other judicial proceeding relative to   
the Company or any other obligor upon the Securities or the property of the     
Company or of such other obligor or their creditors, the Trustee (irrespective  
of whether the Principal of the Securities shall then be due and payable as     
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue    
Principal or interest) shall be entitled and empowered, by intervention in such 
proceeding or otherwise,                                                        

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(a)  to file and prove a claim for the whole amount of Principal and  
interest owing and unpaid in respect of the Securities and to file such other   
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,  
disbursements and advances of the Trustee, its agents and counsel and any other 
amount due the Trustee under Section 7.7) and of the Holders of Securities and  
coupons allowed in such judicial proceeding, and                                

(b)  to collect and receive any moneys or other property payable or   
deliverable on any such claims and to distribute the same;                      

and any Custodian, receiver, assignee, trustee, liquidator, sequestrator or     
similar official in any such judicial proceeding is hereby authorized by each   
Holder of Securities and coupons to make such payments to the Trustee and, in   
the event that the Trustee shall consent to the making of such payments directly
to the Holders of Securities and coupons, to pay the Trustee any amount due it  
for the reasonable compensation, expenses, disbursements and advances of the    
Trustee, its agents and counsel, and any other amounts due the Trustee under    
Section 7.7.                                                                    

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

  SECTION 6.10  PRIORITIES.  If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order and, in case  
of the distribution of such money on account of Principal or interest, upon     
presentation of the Securities or coupons, or both, as the case may be, and the 
notation thereon of the payment if only partially paid and upon surrender       
thereof if fully paid:                                                          

FIRST:  to the Trustee for amounts due under Section 7.7;             

SECOND:  to holders of Senior Indebtedness as provided in Article XII;

     THIRD:  to Securityholders for amounts due and unpaid for the Principal and
interest on the Securities and interest evidenced by coupons in respect of which
or for the benefit of which such money has been collected, ratably, without     

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preference or priority of any kind, according to the amounts due and payable on 
such Securities and coupons for Principal and interest, respectively; and       

FOURTH:  the balance, if any, to the Company.                         

The Trustee may fix a record date and payment date for any payment to 
Securityholders pursuant to this Section 6.10.  At least 15 days before such    
record date, the Company shall mail to each Securityholder and the Trustee a    
notice that states the record date, the payment date and amount to be paid.     

  SECTION 6.11  UNDERTAKING FOR COSTS.  In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for 
any action taken or omitted by it as Trustee, a court in its discretion may     
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the     
claims or defenses made by the party litigant.  This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit  
by Holders of more than 10% in aggregate Principal Amount of the Outstanding    
Securities of any series, or to any suit instituted by any Holder of any        
Security or coupon for the enforcement of the payment of the Principal of or    
interest on any Security or the payment of any coupon on or after the Stated    
Maturity or Maturities expressed in such Security or coupon (or, in the case of 
redemption, on or after the Redemption Date).                                   

SECTION 6.12  WAIVER OF STAY, EXTENSION OR USURY 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 or any usury or other 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.       

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     ARTICLE VII

     TRUSTEE

SECTION 7.1  DUTIES OF TRUSTEE.                                       

 (a)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the 
same degree of care and skill in its exercise as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.                  

   (b)  Except during the continuance of an Event of Default with respect to
Securities of any series:                                                       

         (1)  the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others; and                        

 (2)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
    the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture.  However,
the Trustee shall examine the certificates and opinions to determine  
whether or not they conform to the requirements of this Indenture.    

   (c)  The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except  
that:                                                                           

         (1)  this paragraph (c) does not limit the effect of paragraph (b) of
this Section 7.1;                                                     

          (2)  the Trustee shall not be liable for any error of judgment made in
good faith by a Trust Officer unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and                    

      (3)  the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction   
received by it pursuant to Section 6.5.                               

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(d)  Every provision of this Indenture that in any way relates to the 
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.     

  (e)  The Trustee may refuse to perform any duty or exercise any right or
power or extend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or  
expense.                                                                        

  (f)  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 not be
liable for any interest on any money received by it except as the Trustee may   
otherwise agree with the Company.                                               

   SECTION 7.2  RIGHTS OF TRUSTEE.  (a) The Trustee may rely on any document
believed by it to be genuine and to have been signed or presented by the proper 
person.  The Trustee need not investigate any fact or matter stated in the      
document.                                                                       

 (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such      
Officers' Certificate or Opinion of Counsel.                                    

  (c)  The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.              

     (d)  Subject to the provisions of Section 7.1 (c), the Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes 
to be authorized or within its rights or powers.                                

SECTION 7.3  INDIVIDUAL RIGHTS OF TRUSTEE, ETC.  The Trustee in its   
individual or any other capacity may become the owner or pledgee of Securities  
or coupons and may otherwise deal with the Company or its Affiliates with the   
same rights it would have if it were not Trustee.  Any Paying Agent, Registrar  
or co-registrar or any other agent of the Company may do the same with like     
rights. However, the Trustee must comply with Sections 7.10 and 7.11.           

    SECTION 7.4  TRUSTEE'S DISCLAIMER.  The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities or coupons.  The
Trustee shall not be accountable for the Company's use of the proceeds from the 

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Securities and, shall not be responsible for any statement in the registration  
statement for the Securities under the Securities Act of 1933, as amended, or in
the Indenture or the Securities or any coupons (other than its certificate of   
authentication) or for the determination as to which beneficial owners are      
entitled to receive any notices hereunder.                                      

SECTION 7.5  NOTICE OF DEFAULTS.  If a Default with respect to the    
Securities of any series occurs and is continuing and if it is known to the     
Trustee, the Trustee shall give to each Holder of Securities of such series     
notice of such Default in the manner set forth in TIA Section 315(b) within 90  
days after it occurs.  Except in the case of a Default described in Section     
6.1(1) with respect to any Security of such series or a Default in the payment  
of any sinking fund installment with respect to any Security of such series, the
Trustee may withhold the notice if and so long as a committee of its Trust      
Officers in good faith determines that withholding the notice is in the         
interests of the Holders of Securities of such series.                          

    SECTION 7.6  REPORTS BY TRUSTEE TO HOLDERS.  Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, the Trustee  
shall mail to each Holder of Securities a brief report dated as of such May 15  
that complies with TIA Section 313(a).  The Trustee also shall comply with TIA  
Section 313(b) and (c).                                                         

   A copy of each report at the time of its mailing to Holders of Securities
shall be filed with the SEC and each stock exchange on which the Securities of  
that series may be listed.  The Company agrees to notify the Trustee whenever   
the Securities of a particular series become listed on any stock exchange and of
any delisting thereof.                                                          

SECTION 7.7  COMPENSATION AND INDEMNITY.  The Company agrees:         

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

     (b)  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, advances and disbursements of its agents and counsel), except any such

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expense, disbursement or advance as may be attributable to its negligence or bad
faith; and                                                                      

 (c)  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 this   
trust, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.                                                               

To secure the Company's payment obligations in this Section 7.7, the  
Trustee shall have a lien prior to the Securities and any coupons on all money  
or property held or collected by the Trustee, except that held in trust to pay  
the Principal of or interest, if any, on particular Securities or for the       
payment of particular coupons.                                                  

The Company's payment obligations pursuant to this Section 7.7 shall  
survive the discharge of this Indenture.  When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.1(3) or (4), the expenses are
intended to constitute expenses of administration under any Bankruptcy Law.     

SECTION 7.8  REPLACEMENT OF TRUSTEE.  The Trustee may resign by so    
notifying the Company; PROVIDED, HOWEVER, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section 
7.8.  The Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series at the time outstanding may remove the Trustee with    
respect to the Securities of such series by so notifying the Trustee and may    
appoint a successor Trustee.  The Company shall remove the Trustee if:          

(1)  the Trustee fails to comply with Section 7.10;         

(2)  the Trustee is adjudged bankrupt or insolvent;         

        (3)  a receiver or public officer takes charge of the Trustee or its
property; or                                                          

(4)  the Trustee otherwise becomes incapable of acting.     

   If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, with respect to the Securities of one or more series,
the                                                                             

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Company shall promptly appoint, by resolution of its Board of Directors, a      
successor Trustee 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 series).  

In the case of the appointment hereunder of a successor Trustee with  
respect to all Securities, every such successor Trustee shall deliver a written 
acceptance of its appointment to the retiring Trustee and to the Company.       
Thereupon, the resignation or removal of the retiring Trustee shall become      
effective and the successor Trustee shall have all the rights, powers and duties
of the Trustee under this Indenture.  The successor Trustee shall mail a notice 
of its succession to Holders of Securities of the particular series with respect
to which such successor Trustee has been appointed.  The retiring Trustee shall 
promptly transfer all property held by it as Trustee to the successor Trustee,  
subject to the lien provided for in Section 7.7.                                

     In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring   
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each  
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee  
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,  
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue 
to be vested in the retiring Trustee, and (3) shall add to or change any of the 
provisions of this Indenture as shall be necessary to provide for or facilitate 
the administration of the trusts hereunder by more than one Trustee, it being   
understood that nothing herein or in such supplemental indenture shall          
constitute such Trustees as 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       
convey-                                                                         

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ance, 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, subject,     
nevertheless, to its lien, if any, provided for in Section 7.7.                 

  If a successor Trustee with respect to the Securities of any series does
not take office within 30 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of a majority in aggregate     
Principal Amount of the Outstanding Securities of such series at the time       
outstanding may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.           

    If the Trustee fails to comply with Section 7.10, any Holder of a Security
of such series may petition any court of competent jurisdiction for the removal 
of such Trustee and the appointment of a successor Trustee.                     

SECTION 7.9  SUCCESSOR TRUSTEE BY MERGER.  If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its        
corporate trust business or assets to, another corporation, the resulting,      
surviving or transferee corporation without any further act shall be the        
successor Trustee.                                                              

SECTION 7.10  ELIGIBILITY; DISQUALIFICATION.  The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1) and 310(a)(5).  The     
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition.  The Trustee     
shall comply with TIA Section 310(b), including the optional provision permitted
by the second sentence of TIA Section 310(b)(9).  In determining whether the    
Trustee has conflicting interests as defined in TIA Section 310(b)(1), the      
provisions contained in the proviso to TIA Section 310(b)(1) shall be deemed    
incorporated herein.                                                            

SECTION 7.11  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.  The 
Trustee shall comply with TIA Section 311(a), excluding any creditor            
relationship listed in TIA Section 311(b).  A Trustee who has resigned or been  
removed shall be subject to TIA Section 311(a) to the extent indicated therein. 

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      ARTICLE VIII

      SATISFACTION AND DISCHARGE

 SECTION 8.1  DISCHARGE OF LIABILITY ON SECURITIES.  Except as otherwise
contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee all
Outstanding Securities or all Outstanding Securities of any series, as the case 
may be, theretofore authenticated and delivered and all coupons, if any,        
appertaining thereto (other than (i) coupons appertaining to Bearer Securities  
surrendered for exchange for Registered Securities and maturing after such      
exchange, whose surrender is not required or has been waived as provided in     
Section 2.8, (ii) Securities or Securities of such series, as the case may be,  
and coupons, if any, which have been destroyed, lost or stolen and which have   
been replaced or paid as provided in Section 2.9, (iii) coupons, if any,        
appertaining to Securities or Securities of such series, as the case may be,    
called for redemption and maturing after the relevant Redemption Date, whose    
surrender has been waived as provided in Section 3.4, and (iv) Securities or    
Securities of such series, as the case may be, and coupons, if any, 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 2.4) for cancellation or (b) all Outstanding 
Securities have become due and payable and the Company deposits with the Trustee
cash sufficient to pay at Stated Maturity the Principal Amount of all Principal 
of and interest on Outstanding Securities or all Outstanding Securities of such 
series (other than Securities replaced pursuant to Section 2.9), and if in      
either case the Company pays all other sums payable hereunder by the Company,   
then this Indenture shall, subject to Section 7.7, cease to be of further effect
as to all Outstanding Securities or all Outstanding Securities of any series, as
the case may be.  The Trustee shall join in the execution of a document prepared
by the Company acknowledging satisfaction and discharge of this Indenture on    
demand of the Company accompanied by an Officers' Certificate and Opinion of    
Counsel and at the cost and expense of the Company.                             

  SECTION 8.2  REPAYMENT TO THE COMPANY.  The Trustee and the Paying Agent
shall return to the Company on Company Request any money held by them for the   
payment of any amount with respect to the Securities that remains unclaimed for 
two years; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before     
being required to make any such return, may at the expense and direction of the 
Company cause to be published once in an Authorized Newspaper in each Place of  
Payment of or mail to each such Holder notice that such money remains           

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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 money then  
remaining wilt be returned to the Company.  After return to the Company, Holders
entitled to the money must look to the Company for payment as general creditors 
unless an applicable abandoned property law designates another person.          

  SECTION 8.3  OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.  Unless
otherwise specified as contemplated by Section 2.3(a) with respect to Securities
of a particular series, the Company, may at its option, by Board Resolution, at 
any time, with respect to any series of Securities, elect to have either Section
8.4 or Section 8.5 be applied to all of the outstanding Securities of any series
(the "DEFEASED SECURITIES"), upon compliance with the conditions set forth below
in Article VIII.                                                                

   SECTION 8.4  DEFEASANCE AND DISCHARGE.  Upon the Company's exercise under
Section 8.3 of the option applicable to this Section 8.2, the Company shall be  
deemed to have been discharged from its obligations with respect to the Defeased
Securities on the date the conditions set forth below are satisfied (hereinafter
"DEFEASANCE").  For this purpose, such defeasance means that the Company shall  
be deemed to have paid and discharged the entire indebtedness represented by the
defeased Securities, which shall thereafter be deemed to be "outstanding" only  
for the purposes of Sections 2.4, 2.5,2.6, 2.9, 2.11, 2.12, 4.1, 4.5, 6.6, 6.7, 
7.7, 7.8 and 8.2 of this Indenture and to have satisfied all its other          
obligations under such series of Securities and this Indenture insofar as such  
series of Securities are concerned (and the Trustee, at the expense of the      
Company, and, upon written request, shall execute proper instruments            
acknowledging the same).  Subject to compliance with this Article VIII, the     
Company may exercise its option under this Section 8.4 notwithstanding the prior
exercise of its option under Section 8.5 with respect to a series of Securities.

SECTION 8.5  COVENANT DEFEASANCE.  Upon the Company's exercise under  
Section 8.3 of the option applicable this Section 8.5, the Company shall be     
released from its obligations under Sections 4.2 and 4.3 and Article V and such 
other provisions as may be provided as contemplated by Section 2.3(a) with      
respect to Securities of a particular series and with respect to the Defeased   
Securities on and after the date the conditions set forth below are satisfied   
(hereinafter "COVENANT DEFEASANCE"), and the Defeased Securities shall          
thereafter be deemed to be not "outstanding" for the purposes of any direction, 
waiver, consent or declaration or act of Holders (and the consequences if any   
thereof) in connection with                                                     

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such covenants, but shall continue to be deemed "outstanding" for all other     
purposes hereunder.  For this purpose, such covenant defeasance means that, with
respect to the Defeased Securities, the Company may omit to comply with and     
shall have no liability in respect of any term, condition or limitation set     
forth in any such Section or Article, whether directly or indirectly, by reason 
of any reference elsewhere herein to any such Section or Article or by reason of
any reference in any such Section or Article to any other provisions herein or  
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.1 but, except as specified above, the    
remainder of this Indenture and such Defeased Securities shall be unaffected    
thereby.                                                                        

SECTION 8.6  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.  The    
following shall be the conditions to application of either Section 8.4 or       
Section 8.5 to a series of outstanding Securities.                              

(a)  The Company shall have irrevocably deposited with the Trustee, in
trust, (i) sufficient funds in the currency or currency unit in which the       
Securities of such series are denominated to pay the Principal of and interest  
to Stated Maturity (or redemption) on, the Debt Securities of such series, or   
(ii) such amount of direct obligations of, or obligations the principal of and  
interest on which are fully guaranteed by, the government which issued the      
currency in which the Securities of such series are denominated, and which are  
not subject to prepayment, redemption or call, as will, together with the       
predetermined and certain income to accrue thereon without consideration of any 
reinvestment thereof, be sufficient to pay when due the Principal of, and       
interest to Stated Maturity (or redemption) on, the Debt Securities of such     
series.                                                                         

  (b)  The Company shall (i) have delivered an Opinion of Counsel that the
Company has met all of the conditions precedent to such defeasance and that     
the Holders of the Securities of such series will not recognize income, gain    
or loss for United States Federal income tax purposes as a result of such       
defeasance, and will be subject to tax in the same manner as if no defeasance   
and discharge or covenant defeasance, as the case may be, had occurred or       
(ii) in the case of an election under Section 8.4 the Company shall have        
delivered to the Trustee an Opinion of Counsel to the effect that (A) the       
Company has received from, or there has been published by, the Internal         
Revenue Service a ruling or (B) since the date this Indenture was first         
executed, there has been a change in the applicable federal income tax law,     
in either case to the effect that, and based thereon such Opinion of Counsel    
in the United States shall confirm that, the holders of Outstanding Securi-     

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ties of that particular series will not recognize income, gain or loss for      
federal income tax purposes as a result of such defeasance.                     

      ARTICLE IX

     SUPPLEMENTAL INDENTURES

   SECTION 9.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.  Without
the consent of any Holders of Securities or coupons, the Company and the        
Trustee, at any time and from time to time, may enter into one or more          
indentures supplemental hereto, in form satisfactory to the Trustee, for any of 
the following purposes:                                                         

         (1)  to evidence the succession of another corporation to the Company
  and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or                                      

   (2)  to add to the covenants, agreements and obligations of the
Company for the benefit of the Holders of all of the Securities or any
  series thereof, or to surrender any right or power herein conferred upon
the Company; or                                                       

       (3)  to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to Principal, to 
  change or eliminate any restrictions (including restrictions relating to
     payment in the United States) on the payment of Principal of or any premium
    or interest on Bearer Securities, to permit Bearer Securities to be issued
  in exchange for Registered Securities, to permit Bearer Securities to be
    issued in exchange for Bearer Securities of other authorized denominations
or to permit the issuance of Securities in uncertificated form; or    

       (4)  to establish the form or terms of Securities of any series and
    any related coupons as permitted by Sections 2.1 and 2.3(a), respectively;
or                                                                    

  (5)  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                                                                   

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    trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 7.8; or                                                       

(6)  to cure any ambiguity, defect or inconsistency; or     

     (7)  to add to, change or eliminate any of the provisions of this
   Indenture (which addition, change or elimination may apply to one or more
series of Securities), PROVIDED that any such addition, change or     
   elimination shall neither (A) apply to any Security of any series created
   prior to the execution of such supplemental indenture and entitled to the
  benefit of such provision nor (B) modify the rights of the Holder of any
such Security with respect to such provision; or                      

(8)  to secure the Securities; or                           

    (9)  to make any other change that does not adversely affect the
rights of any Securityholder.                                         

 SECTION 9.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.  With the
written consent of the Holders of at least a majority in aggregate Principal    
Amount of the Outstanding Securities of each series affected by such            
supplemental indenture, the Company and the Trustee may amend this Indenture or 
the Securities of any series or 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 the Securities of such     
series and any related coupons under this Indenture; PROVIDED, HOWEVER, that no 
such amendment or 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 or interest on, any such Security, or reduce the
 Principal Amount thereof or the rate of interest thereon or any premium
  payable upon redemption thereof or reduce the amount of Principal of any
    such Discount Security that would be due and payable upon a declaration of
 acceleration of maturity thereof pursuant to Section 6.2, or change the
  Place of Payment, or change the coin or currency in which, any Principal
 of, or any installment of interest on, any such Security is payable, or
    impair the right to institute suit for the enforcement of any such payment
on or                                                                 

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 after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date);                                           

     (2)  reduce the percentage in Principal Amount of the Outstanding
    Securities of any series, the consent of whose Holders is required for any
   such amendment or 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) with  
  respect to the Securities of such series provided for in this Indenture;

 (3)  make any change in the terms of the Subordination of the
    Securities in a manner adverse to the Holders of any series of outstanding
Securities; or                                                        

          (4)  modify any of the provisions of this Section, Section 6.4 or 6.7,
    except to increase the percentage of Outstanding Securities of such series
    required for such actions 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.                           

    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 the consent of the Holders under this Section
9.2 to approve the particular form of any proposed amendment or supplemental    
indenture, but it shall be sufficient if such consent approves the substance    
thereof.                                                                        

     After an amendment or supplemental indenture under this Section 9.2 becomes
effective, the Company shall mail to each Holder of the particular Securities   
affected thereby a notice briefly describing the amendment.                     

SECTION 9.3  COMPLIANCE WITH TRUST INDENTURE ACT.  Every supplemental 
indenture executed pursuant to this Article shall comply with the TIA as then in
effect.                                                                         

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     SECTION 9.4  REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS.  Until
an amendment or waiver with respect to a series of Securities becomes effective,
a consent to it or any other action by a Holder of a Security of that series    
hereunder is a continuing consent by the Holder and every subsequent Holder of  
that Security or portion of that Security that evidences the same obligation as 
the consenting Holder's Security, even if notation of the consent, waiver or    
action is not made on the Security.  However, any such Holder or subsequent     
Holder may revoke the consent, waiver or action as to such Holder's Security or 
portion of the Security if the Trustee receives the notice of revocation before 
the Company or an agent of the Company certifies to the Trustee that the consent
of the requisite aggregate Principal Amount of the Securities of that series has
been obtained.  After an amendment, waiver or action becomes effective, it shall
bind every Holder of Securities of that series.                                 

   The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment or      
waiver with respect to a series of Securities.  If a record date is fixed, then 
notwithstanding the first two sentences of the immediately preceding paragraph, 
those persons who were Holders of Securities of that series at such record date 
(or their duly designated proxies), and only those persons, shall be entitled to
revoke any consent previously given, whether or not such persons continue to be 
Holders after such record date.  No such consent shall be valid or effective for
more than 90 days after such record date.                                       

SECTION 9.5  NOTATION ON OR EXCHANGE OF SECURITIES.  Securities of any
series authenticated and delivered after the execution of any supplemental      
indenture with respect to such series pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to  
any matter provided for in such supplemental indenture.  If the Company shall so
determine, new Securities of such series so modified as to conform, in the      
opinion of the Trustee and the Board of Directors, to any such supplemental     
indenture may be prepared and executed by the Company and authenticated and     
delivered by the Trustee in exchange for outstanding Securities of that series. 

  SECTION 9.6  TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES.  The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the    
amendment does not adversely affect the rights, duties, liabilities or          
immunities of the Trustee.  If it does, the Trustee may, but need not, sign it. 
In signing such amendment, the Trustee shall be entitled to receive, and        
(subject to the provisions                                                      

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of Section 7.1) shall be fully protected in relying upon, an Officers'          
Certificate and an Opinion of Counsel stating that such amendment is authorized 
or permitted by this Indenture.                                                 

    SECTION 9.7  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, except 
to the extent otherwise set forth thereon.                                      

     ARTICLE X

     SINKING FUNDS

 SECTION 10.1  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 2.3(a) 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 10.2.  Each sinking fund payment shall be applied to the redemption  
of Securities of any series as provided for by the terms of the Securities of   
such series.                                                                    

   SECTION 10.2  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.  The
Company (1) may deliver Outstanding Securities of a series with the same issue  
date, interest rate and Stated Maturity (other than any previously called for   
redemption), together in the case of any Bearer Securities of such series with  
the same issue date, interest rate and Stated Maturity with all unmatured       
coupons appertaining thereto, and (2) may apply as a credit Securities of a     
series with the same issue date, interest rate and Stated Maturity which have   
been redeemed either at the election of the Company pursuant to the terms of    
such Securities or through                                                      

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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
mandatory sinking fund payment with respect to the Securities of such series    
with the same issue date, interest rate and Stated Maturity; 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 10.3  REDEMPTION OF SECURITIES FOR SINKING FUND.  Not less than 60
days (or such shorter period as shall be acceptable to the Trustee) 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 10.2 and will also      
deliver to the Trustee any Securities to be so delivered.  Not less than 30 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 3.2 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 3.3.  Such notice having been duly given, the redemption of such        
Securities shall be made upon the terms and in the manner stated in Sections 3.4
and 3.6.                                                                        

      ARTICLE XI

      ACTIONS OF HOLDERS OF SECURITIES

SECTION 11.1  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.  A meeting of
Holders of Securities of any series may be called at any time and from time to  
time pursuant to this Article to make, give or take any request, demand,        
authorization, direction, notice, consent, waiver or other action provided by   
this Indenture to be made, given or taken by Holders of Securities of such      
series.                                                                         

SECTION 11.2  CALL, NOTICE AND PLACE OF MEETINGS.                     

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     (a)  The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 11.1, to be held at such time   
and at such place in the Borough of Manhattan, The City of New York or, for a   
series of Securities issued as Bearer Securities, in London as the Trustee shall
determine or, with the approval of the Company, at any other place.  Notice of  
every meeting of Holders of Securities of any series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken  
at such meeting, shall be given, in the manner provided in Section 13.2, not    
less than 21 nor more than 180 days prior to the date fixed for the meeting.    

(b)  In case at any time the Company or the Holders of at least 10% in
Principal Amount of the Outstanding Securities of any series shall have         
requested the Trustee to call a meeting of the Holders of Securities of such    
series for any purpose specified in Section 11.1, by written request setting    
forth in reasonable detail the action proposed to be taken at the meeting, and  
the Trustee shall not have made the first publication of the notice of such     
meeting within 21 days after receipt of such request or shall not thereafter    
proceed to cause the meeting to be held as provided herein, then the Company or 
the Holders of Securities of such series in the amount above specified, as the  
case may be, may determine the time and the place in the Borough of Manhattan,  
The City of New York, or for a series of Securities issued as Bearer Securities,
in London, or in such other place as shall be determined and approved by the    
Company, for such meeting and may call such meeting for such purposes by giving 
notice thereof as provided in subsection (a) of this Section 11.2.              

     SECTION 11.3  PERSONS ENTITLED TO VOTE AT MEETINGS.  To be entitled to vote
at any meeting of Holders of Securities of any series, a person shall be (1) a  
Holder of one or more Outstanding Securities of such series, or (2) a person    
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such Holder or Holders.  The only 
persons who shall be entitled to be present or to speak at any meeting of       
Holders of Securities of any series shall be the persons entitled to vote at    
such meeting and their counsel, any representatives of the Trustee and its      
counsel and any representatives of the Company and its counsel.                 

   SECTION 11.4  QUORUM; ACTION.  The persons entitled to vote a majority in
Principal Amount of the Outstanding Securities of a series shall constitute a   
quorum for a meeting of Holders of Securities of such series.  In the absence of
a quorum within 30 minutes of the time appointed for any such meeting, the      
meeting                                                                         

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shall, if convened at the request of Holders of Securities of such series, be   
dissolved.  In any other case, the meeting may be adjourned for a period        
determined by the chairman of the meeting prior to the adjournment of such      
meeting.  In the absence of a quorum at any such adjourned meeting, such        
adjourned meeting may be further adjourned for a period determined by the       
chairman of the meeting prior to the adjournment of such adjourned meeting.     
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 11.2(a), except that such notice need be given only once not less than  
five days prior to the date on which the meeting is scheduled to be reconvened. 
Notice of the reconvening of an adjourned meeting shall state expressly the     
percentage, as provided above, of the principal amount of the Outstanding       
Securities of such series which shall constitute a quorum.                      

   Except as limited by the proviso to Section 9.2, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present  
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in Principal Amount of the Outstanding Securities of that series; PROVIDED,     
HOWEVER, that, except as limited by the proviso to Section 9.2, any resolution  
with respect to any request, demand, authorization, direction, notice, consent, 
waiver or other action which this Indenture expressly provides may be made,     
given or taken by the Holders of a specified percentage, which is less than a   
majority, in Principal Amount of the Outstanding Securities of a series may be  
adopted at a meeting or an adjourned meeting duly reconvened and at which a     
quorum is present as aforesaid by the affirmative vote of the Holders of such   
specified percentage in Principal Amount of the Outstanding Securities of that  
series.                                                                         

Any resolution passed or decision taken at any meeting of Holders of  
Securities of any series duly held in accordance with this Section shall be     
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.                           

  SECTION 11.5  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.                                                                       

  (a)  Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of          
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certifi-                                                               

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cates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate. Except as otherwise    
permitted or required by any such regulations, the holding of Securities shall  
be proved in the manner specified in Section 11.7 and the appointment of any    
proxy shall be proved in the manner specified in Section 11.7 or by having the  
signature of the person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 11.7 to certify to the holding of 
Bearer Securities.  Such regulations may provide that written instruments       
appointing proxies, regular on their face, may be presumed valid and genuine    
without the proof specified in Section 11.7 or other proof.                     

  (b)  The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the       
Company or by Holders of Securities as provided in Section 11.2(b), in which    
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman.  A       
permanent chairman and a permanent secretary of the meeting shall be elected by 
vote of the persons entitled to vote a majority in Principal Amount of the      
Outstanding Securities of such series represented at the meeting.               

     (c)  At any meeting each Holder of a Security of such series or proxy shall
be entitled to vote with respect to the Outstanding Securities of such series   
held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or    
counted at any meeting in respect to any Security challenged as not Outstanding 
and ruled by the chairman of the meeting to be not Outstanding.  The chairman of
the meeting shall have no right to vote, except as a Holder of a Security of    
such series or proxy.                                                           

(d)  Any meeting of Holders of Securities of any series duly called   
pursuant to Section 11.2 at which a quorum is present may be adjourned from time
to time by persons entitled to vote a majority in Principal Amount of the       
Outstanding Securities of such series represented at the meeting; and the       
meeting may be held as so adjourned without further notice.                     

  SECTION 11.6  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.  The vote
upon any resolution submitted to any meeting of Holders of Securities of any    
series shall be by written ballots on which shall be subscribed signatures of   
the Holders of Securities of such series or of their representatives by proxy   
and the Principal Amounts and serial numbers of the Outstanding Securities of   
such series held or represented by them.  The permanent chairman of the meeting 
shall appoint                                                                   

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two inspectors of votes who shall count all votes cast at the meeting for or    
against any resolution and who shall make and file with the secretary of the    
meeting their verified written reports in duplicate of all votes cast at the    
meeting.  A record, at least in duplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the secretary of the   
meeting and there shall be attached to said record the original reports of the  
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 11.2  
and, if applicable, Section 11.4.  Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such  
copy shall be delivered to the Company, and another to the Trustee to be        
preserved by the Trustee, the latter to have attached thereto the ballots voted 
at the meeting.  Any record so signed and verified shall be conclusive evidence 
of the matters therein stated.                                                  

SECTION 11.7  ACTIONS OF HOLDERS GENERALLY.                           

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may  
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
If Securities of a series are issuable as Bearer Securities, any request,       
demand, authorization, direction, notice, consent, waiver or other action       
provided by this Indenture to be given or taken by Holders of such series may,  
alternatively, be embodied in and evidenced by the record of Holders of         
Securities of such series voting in favor thereof, either in person or by       
proxies duly appointed in writing, at any meeting of Holders of Securities of   
such series duly called and held in accordance with the provisions of this      
Article, or a combination of such instruments and any such record.  Except as   
herein otherwise expressly provided, such action shall become effective when    
such instrument or instruments or record or both are delivered to the Trustee   
and, where it is hereby expressly required, to the Company.  Proof of execution 
of any such instrument or of a writing appointing any such agent, or of the     
holding by any person of a Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and   
the Company, if made in the manner provided in this Section.  The record of any 
meeting of Holders of Securities shall be proved in the manner provided in      
Section 11.6.                                                                   

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(b)  The fact and date of the execution by any person of any such     
instrument or writing, or the authority of the persons executing the same, may  
be proved in any reasonable manner which the Trustee deems sufficient.          

    (c)  The Principal Amount and serial numbers of Registered Securities held
by the person, and the date of holding the same, shall be proved by the books of
the Registrar.                                                                  

   (d)  The Principal Amount and serial numbers of Bearer Securities held by
any person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed by any trust company, bank, 
banker or other depositary, wherever situated, as depositary, 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 (1) another certificate or affidavit bearing a  
later date issued in respect of the same Bearer Security is produced, or (2)    
such Bearer Security is produced to the Trustee by some other person, or (3)    
such Bearer Security is surrendered in exchange for a Registered Security, or   
(4) such Bearer Security is no longer Outstanding.  The Principal Amount and    
serial numbers of Bearer Securities held by any person, and the date of holding 
the same, may also be proved in any other manner which the Trustee deems        
sufficient.                                                                     

     (e)  Any request, demand, authorization, direction, notice, consent, waiver
or other act of the Holder of any Security in accordance with this Section 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.                                              

 (f)  If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other act in accordance    
with this Section, the Company may, at its option, by or pursuant to an         
Officers' Certificate delivered to the Trustee, fix in advance a record date for
the determination of Holders entitled to give such request, demand,             
authorization, direction,                                                       

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notice, consent, waiver or such 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 percentage of Outstanding          
Securities or Outstanding Securities of a series, as the case may be, 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 or Outstanding Securities of the series, as the case may 
be, shall be computed as of such record date; PROVIDED, that no such            
authorization, agreement or consent by the Holders on the record date shall be  
deemed effective unless such request, demand, authorization, direction, notice, 
consent, waiver or other act shall become effective pursuant to the provisions  
of clause (a) of this Section 11.7 not later than six months after the record   
date.                                                                           

     ARTICLE XII

     SUBORDINATION

SECTION 12.1  SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.  Unless  
otherwise specified as contemplated by Section 2.3(a), the Securities shall be  
subordinated to Senior Indebtedness as set forth in this Article XII.  The      
Company covenants and agrees, and each Holder of a Security of any series by    
such Holder's acceptance thereof likewise covenants and agrees, that, to the    
extent and in the manner hereinafter set forth in this Article XII, the         
indebtedness represented by the Securities and the payment of the Principal     
Amount, interest and such other amounts as provided for in Section 2.3(a), if   
any, in respect of each and all of the Securities are hereby expressly made     
subordinate and subject in right of payment to the prior payment in full of all 
Senior Indebtedness.                                                            

"SENIOR INDEBTEDNESS" means the principal of (and premium, if any) and
interest on (including interest accruing after the filing of a petition         
initiating any proceeding pursuant to any Bankruptcy Law, but only to the extent
allowed or permitted to the holder of such Debt of the Company against the      
bankruptcy or any other insolvency estate of the Company in such proceeding) and
other amounts due on or in connection with any Debt of the Company incurred,    
assumed or guaranteed by the Company, whether outstanding on the date of the    
Indenture or thereaf-                                                           

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ter incurred, assumed or guaranteed and all renewals, extensions and refundings 
of any such Debt of the Company; provided, however, that the following will not 
constitute Senior Indebtedness:                                                 

  (a)  any Debt of the Company as to which, in the instrument creating the
same or evidencing the same or pursuant to which the same is outstanding, it is 
expressly provided that such Debt of the Company shall be subordinated to any   
other Debt of the Company, unless such Debt of the Company expressly provides   
that such Debt of the Company shall be senior in right of payment to the        
Securities;                                                                     

  (b)  any Debt of the Company which by its terms states that such Debt of
the Company shall not be senior in right of payment to the Securities;          

(c)  Debt of the Company in respect of the Securities; and            

(d)  any Debt of the Company to any Affiliate of the Company or a     
Subsidiary of the Company.                                                      

 SECTION 12.2  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.  Upon any
distribution of assets of the Company in the event of:                          

    (a)  any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection   
therewith, relative to the Company or to its creditors, as such, or to its      
assets, or                                                                      

(b)  any liquidation, dissolution or other winding up of the Company, 
whether voluntary or involuntary and whether or not involving insolvency or     
bankruptcy, or                                                                  

   (c)  any assignment for the benefit of creditors or any other marshalling
of assets and liabilities of the Company,                                       

then and in such event                                                          

        (1)  the holders of Senior Indebtedness shall be entitled to receive
     payment in full of all amounts due or to become due on or in respect of all
   Senior Indebtedness, or provision shall be made for such payment in cash,
     before the Holders of the Securities are entitled to receive any payment on

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   account of the Principal Amount, interest or such other amounts as may be
   provided for in Section 2.3(a), if any, in respect of the Securities; and

         (2)  any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, by set-off or  
  otherwise, to which the Holders or the Trustee would be entitled but for
the provisions of this Article XII, including any such payment or     
   distribution which may be payable or deliverable by reason of the payment
   of any other Debt of the Company being subordinated to the payment of the
Securities, shall be paid by the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee in      
     bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
   holders of Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any     
instruments evidencing any of such Senior Indebtedness may have been  
issued, ratably according to the aggregate amounts remaining unpaid on
account of the principal of, and premium, if any, and interest on the 
     Senior Indebtedness held or represented by each, to the extent necessary to
 make payment in full of all Senior Indebtedness remaining unpaid, after
   giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness.                                             

     In the event that, notwithstanding the foregoing provisions of this Section
12.2, the Trustee or the Holder of any Security shall receive any payment or    
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be 
payable or deliverable by reason of the payment of any other Debt of the Company
being subordinated to the payment of the Securities, before all Senior          
Indebtedness is paid in full or payment thereof provided for, and if such fact  
shall then have been made known to the Trustee as provided in Section 12.10, or,
as the case may be, such Holder, then and in such event such payment or         
distribution shall be paid over or delivered forthwith to the trustee in        
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other  
person making payment or distribution of assets of the Company for application  
to the payment of all Senior Indebtedness remaining unpaid, to the extent       
necessary to pay all Senior Indebtedness in full, after giving effect to any    
concurrent payment or distribution to or for the holders of Senior Indebtedness.

For purposes of this Article XII only, the words "CASH, PROPERTY OR   
SECURITIES," or any combination thereof, shall not be deemed to include shares  
of                                                                              

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Capital Stock of the Company as reorganized or readjusted, or securities of the 
Company or any other corporation provided for by a plan of reorganization or    
readjustment the payment of which is subordinated, at least to the extent       
provided in this Article XII with respect to the Securities, to the payment of  
all Senior Indebtedness which may at the time be outstanding; PROVIDED, HOWEVER,
that (i) Senior Indebtedness is assumed by the new corporation, if any,         
resulting from any such reorganization or readjustment, and (ii) the rights of  
the holders of the Senior Indebtedness are not, without the consent of such     
holders, altered, in any manner adverse to such holders, by such reorganization 
or readjustment.                                                                

   The consolidation of the Company with, or the merger of the Company into,
another corporation or the liquidation or dissolution of the Company following  
the conveyance or transfer of all or substantially all of its assets to another 
person upon the terms and conditions set forth in Article V shall not be deemed 
a dissolution, winding up, liquidation, reorganization, assignment for the      
benefit of creditors or marshalling of assets and liabilities of the Company for
the purposes of this Section 12.2 if the corporation formed by such             
consolidation or into which the Company is merged or the person which acquires  
by conveyance or transfer all or substantially all of the assets of the Company,
as the case may be, shall, as a part of such consolidation, merger, conveyance  
or transfer, comply with the conditions set forth in Article V.                 

     SECTION 12.3  ACCELERATION OF SECURITIES.  In the event that any Securities
are declared due and payable before their Stated Maturity pursuant to Section   
6.2, then and in such event the Company shall promptly notify holders of Senior 
Indebtedness of such acceleration.  The Company may not pay the Securities until
120 days have passed after such acceleration occurs and may thereafter pay the  
Securities if this Article XII permits the payment at that time.                

  In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Securities prohibited by the    
foregoing provisions of this Section 12.3, and if such facts then shall have    
been known or thereafter shall have been made known to the Trustee (as provided 
in Section 12.10) or to such Holder, as the case may be, pursuant to the terms  
of this Indenture, then and in such event such payment shall be paid over and   
delivered forthwith to the Company by or on behalf of the person holding such   
payment for the benefit of the holders of Senior Indebtedness.                  

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 The provisions of this Section 12.3 shall not apply to any payment with
respect to which Section 12.2 would be applicable.                              

     SECTION 12.4  DEFAULT IN SENIOR INDEBTEDNESS.  The Company may not make any
payment of the Principal Amount, interest or other such amounts as may be       
provided for in Section 2.3(a), if any, in respect of the Securities and may not
acquire any Securities for cash or property (other than for Capital Stock of the
Company) if:                                                                    

       (1)  a default on Senior Indebtedness occurs and is continuing that
     permits holders of such Senior Indebtedness to accelerate its maturity; and

          (2)  the default is the subject of judicial proceedings or the Company
receives a notice of default thereof from any person who may give such
 notice pursuant to the instrument evidencing or document governing such
Senior Indebtedness.  If the Company receives any such notice, then a 
    similar notice received within nine months thereafter relating to the same
     default on the same issue of Senior Indebtedness shall not be effective for
purposes of this Section 12.4.                                        

The Company may resume payments on the Securities and may acquire     
Securities if and when:                                                         

(A)    the default is cured or waived; or                   

        (B)    120 or more days pass after the receipt by the Company of the
notice described in clause (2) above and the default is not then the  
subject of judicial proceedings; and                                  

this Article XII otherwise permits the payment or acquisition at that time.     

  In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the      
foregoing provisions of this Section 12.4, and if such fact then shall have been
known or thereafter shall have been made known to the Trustee as provided in    
Section 12.10 or such Holder, as the case may be, pursuant to the terms of this 
Indenture, then and in such event such payment shall be paid over and delivered 
forthwith to the Company by or on behalf of the person holding such payment for 
the benefit of the holders of the Senior Indebtedness.                          

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 The provisions of this Section 12.4 shall not apply to any payment with
respect to which Section 12.2 would be applicable.                              

   SECTION 12.5  PAYMENT PERMITTED IF NO DEFAULT.  Nothing contained in this
Article XII or elsewhere in this Indenture or in any of the Securities shall    
prevent (a) the Company, at any time except during the pendency of any case,    
proceeding, dissolution, liquidation or other winding up, assignment for the    
benefit of creditors or other marshalling of assets and liabilities of the      
Company referred to in Section 12.2 or under the conditions described in Section
12.3 or 12.4, from making payments at any time of the Principal Amount, interest
or such other amounts as may be provided for in Section 2.3(a), if any, as the  
case may be, in respect of the Securities, or (b) the application by the Trustee
or the retention by any Holder of any money deposited with it hereunder to the  
payment of or on account of the Principal Amount, interest or such other amounts
as may be provided for in Section 2.3(a), if any, as the case may be, in respect
of the Securities if the Trustee did not have, at the time provided in the      
proviso to the first paragraph of Section 12.10, notice that such payment would 
have been prohibited by the provisions of this Article XII.                     

SECTION 12.6  SUBROGATION RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.   
Subject to the payment in full of all Senior Indebtedness, the Holders of the   
Securities shall be subrogated to the extent of the payments or distributions   
made to the holders of such Senior Indebtedness pursuant to the provisions of   
this Article XII to the rights of the holders of such Senior Indebtedness to    
receive payments or distributions of cash, property or securities applicable to 
the Senior Indebtedness until the Principal Amount, interest or such other      
amounts as provided for in Section 2.3(a), if any, as the case may be, in       
respect of the Securities shall be paid in full.  For purposes of such          
subrogation, no payments or distributions to the holders of the Senior          
Indebtedness of any cash, property or securities to which the Holders of the    
Securities or the Trustee would be entitled except for the provisions of this   
Article XII, and no payments pursuant to the provisions of this Article XII to  
the Company or to the holders of Senior Indebtedness by Holders of the          
Securities or the Trustee, shall, as between the Company, its creditors other   
than holders of Senior Indebtedness and the Holders of the Securities, be deemed
to be a payment or distribution by the Company to or on account of the Senior   
Indebtedness.                                                                   

   SECTION 12.7  PROVISION SOLELY TO DEFINE RELATIVE RIGHTS.  The provisions
of this Article XII are and are intended solely for the purpose of defining the 

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relative rights of the Holders of the Securities, on one hand, and the holders  
of Senior Indebtedness, on the other hand. Nothing contained in this Article XII
or elsewhere in this Indenture or in the Securities is intended to or shall:    

    (a)  impair, as between the Company and the Holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the   
Holders of the Securities the Principal Amount, interest or such other amounts  
as may be provided for in Section 2.3(a), if any, as the case may be, in respect
of the Securities as and when the same shall become due and payable in          
accordance with the terms of the Securities and this Indenture and which,       
subject to the rights under this Article XII of the holders of Senior           
Indebtedness, is intended to rank equally with all other general obligations of 
the Company; or                                                                 

   (b)  affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than holders of Senior            
Indebtedness; or                                                                

    (c)  prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this          
Indenture, subject to the rights, if any, under this Article XII of the holders 
of Senior Indebtedness to receive cash, property or securities otherwise payable
or deliverable to the Trustee or such Holder.                                   

SECTION 12.8  TRUSTEE TO EFFECTUATE SUBORDINATION.  Each Holder of a  
Security by such Holder's acceptance thereof authorizes and directs the Trustee 
on such Holder's behalf to take such action as may be necessary or appropriate  
to effectuate the subordination provided in this Article XII and appoints the   
Trustee such Holder's attorney-in-fact for any and all such purposes.           

SECTION 12.9  NO WAIVER OF SUBORDINATION PROVISIONS.  No right of any 
present or future holder of any Senior Indebtedness to enforce subordination as 
herein provided shall at any time in any way be prejudiced or impaired by any   
act or failure to act on the part of the Company or by any act or failure to    
act, in good faith, by any such holder, or by any noncompliance by the Company  
with the terms, provisions and covenants of this Indenture, regardless of any   
knowledge thereof any such holder may have or be otherwise charged with.        

    Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without  
the                                                                             

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consent of, or notice to, the Trustee or the Holders of the Securities, without 
incurring responsibility to the Holders of the Securities and without impairing 
or releasing the subordination provided in this Article XII or the obligations  
hereunder of the Holders of the Securities to the holders of Senior             
Indebtedness, do any one or more of the following: (i) change the manner, place 
or terms of payment or extend the time of payment of, or renew or alter, Senior 
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior       
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise dispose  
of any property pledged, mortgaged or otherwise securing Senior Indebtedness;   
(iii) release any person liable in any manner for the collection of Senior      
Indebtedness and (iv) exercise or refrain from exercising any rights against the
Company or any other person.                                                    

  SECTION 12.10  NOTICE TO TRUSTEE.  The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the 
making of any payment to or by the Trustee in respect of the Securities.        
Failure to give such notice shall not affect the subordination of the Securities
to Senior Indebtedness.  Notwithstanding the provisions of this Article XII or  
any other provision of this Indenture, the Trustee shall not be charged with    
knowledge of the existence of any facts which would prohibit the making of any  
payment to or by the Trustee in respect of the Securities, unless and until the 
Trustee shall have received written notice thereof at the address specified in  
Section 13.2 from the Company or a holder of Senior Indebtedness or from any    
trustee or agent therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all 
respects to assume that no such facts exist; provided, however, that if a Trust 
Officer of the Trustee shall not have received, at least three Business Days    
prior to the date upon which by the terms hereof any such money may become      
payable for any purpose (including, without limitation, the payment of the      
Principal Amount, interest or such other amounts as may be provided for in      
Section 2.3(a), if any, as the case may be, in respect of any Security), the    
notice with respect to such money provided for in this Section 12.10, then,     
anything herein contained to the contrary notwithstanding, the Trustee shall    
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any      
notice to the contrary which may be received by it within three Business Days   
prior to such date.                                                             

    Subject to the provisions of Section 7.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a person representing himself 
to be a                                                                         

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holder of Senior Indebtedness (or a trustee or agent on behalf of such holder)  
to establish that such notice has been given by a holder of Senior Indebtedness 
(or a trustee or agent on behalf of any such holder).  In the event that the    
Trustee determines in good faith that further evidence is required with respect 
to the right of any person as a holder of Senior Indebtedness to participate in 
any payment or distribution pursuant to this Article XII, the Trustee may       
request such person to furnish evidence to the reasonable satisfaction of the   
Trustee as to the amount of Senior Indebtedness held by such person, the extent 
to which such person is entitled to participate in such payment or distribution 
and any other facts pertinent to the rights of such person under this Article   
XII, and if such evidence is not furnished, the Trustee may defer any payment   
which it may be required to make for the benefit of such person pursuant to the 
terms of this Indenture pending judicial determination as to the right of such  
person to receive such payment.                                                 

 SECTION 12.11  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.  Upon any payment or distribution of assets of the Company referred to in
this Article XII, the Trustee, subject to the provisions of Section 7.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree    
entered by any court of competent jurisdiction in which such insolvency,        
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up  
or similar case or proceeding is pending, or a certificate of the trustee in    
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit  
of creditors, agent or other person making such payment or distribution,        
delivered to the Trustee or to the Holders of Securities, for the purpose of    
ascertaining the persons entitled to participate in such payment or             
distribution, the holders of Senior Indebtedness and other indebtedness of the  
Company, the amount thereof or payable thereon, the amount or amounts paid or   
distributed thereon and all other facts pertinent thereto or to this Article    
XII.                                                                            

  SECTION 12.12  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of     
Senior Indebtedness and shall not be liable to any such holders if the Trustee  
shall in good faith mistakenly pay over or distribute to Holders of Securities  
or to the Company or to any other person cash, property or securities to which  
any holders of Senior Indebtedness shall be entitled by virtue of this Article  
XII or otherwise.  The Trustee shall not be charged with knowledge of the       
existence of Senior Indebtedness or of any facts that would prohibit any payment
hereunder unless a Trust Officer of the Trustee shall have received notice to   
that effect at the address of the Trustee set forth in Section 13.2.  With      
respect to the holders of Senior                                                

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Indebtedness, the Trustee undertakes to perform or to observe only such of its  
covenants or obligations as are specifically set forth in this Article XII and  
no implied covenants or obligations with respect to holders of Senior           
Indebtedness shall be read into this Indenture against the Trustee.             

SECTION 12.13  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;    
PRESERVATION OF TRUSTEE'S RIGHTS.  The Trustee in its individual capacity shall 
be entitled to all the rights set forth in this Article XII with respect to any 
Senior Indebtedness which may at any time be held by it, to the same extent as  
any other holder of Senior Indebtedness, and nothing in this Indenture shall    
deprive the Trustee of any of its rights as such holder.                        

   Nothing in this Article XII shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.7.                                       

     SECTION 12.14  ARTICLE XII APPLICABLE TO PAYING AGENTS.  The term "Trustee"
as used in this Article XII shall (unless the context otherwise requires) be    
construed as extending to and including the Paying Agent within its meaning as  
fully for all intents and purposes as if the Paying Agent were named in this    
Article XII in addition to or in place of the Trustee; provided, however, that  
Sections 12.10 and 12.12 shall not apply to the Company or any Affiliate of the 
Company if it or such Affiliate acts as Paying Agent.                           

      ARTICLE XIII

     MISCELLANEOUS

SECTION 13.1  TRUST INDENTURE ACT CONTROLS.  If any provision of this 
Indenture limits, qualifies or conflicts with another provision hereof which is 
required to be included in this Indenture by the TIA, the required provision    
shall control.                                                                  

     SECTION 13.2  NOTICES.  Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail, postage prepaid; PROVIDED,   
that any notice or communication by and among the Trustee and the Company may be
made by telecopy or other commercially accepted electronic means and shall be   
effective upon receipt thereof and shall be confirmed in writing, mailed by     
first-class mail, postage prepaid, and addressed as follows:                    

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if to the Company:                                          

The Walt Disney Company                                     
500 South Buena Vista Street                                
Burbank, CA  91521                                          

Attention: Legal Department                                 

if to the Trustee:                                          

The First National Bank of Chicago                          
One First National Plaza                                    
Suite 0126                                                  
Chicago, IL  60670-0126                                     

Attention:  Corporate Trust Services Division               

    The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.                

Any notice or communication given to a Holder of Registered Securities
shall be mailed to such Securityholder at the Securityholder's address as it    
appears on the registration books of the Registrar and shall be sufficiently    
given if so mailed within the time prescribed.  Notice shall be sufficiently    
given to Holders of Bearer Securities if published in an Authorized Newspaper in
The City of New York and in such other city or cities as may be specified in    
such Securities on a Business Day at least twice, the first such publication to 
be not earlier than the earliest date, and not later than the latest date,      
prescribed for the giving of such notice.                                       

    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.                                                      

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     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Holders of         
Securities of the same series.  If a notice or communication is mailed in the   
manner provided above, it is duly given, whether or not received by the         
addressee.                                                                      

     If the Company mails a notice or communication to the Holders of Securities
of a particular series, it shall mail a copy to the Trustee and each Registrar, 
co-registrar or Paying Agent, as the case may be, with respect to such series.  

  In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give notice to Holders of       
Registered Securities by mail, then such notification as shall be made with     
the acceptance of the Trustee shall constitute a sufficient notification for    
every purpose hereunder.  In any case where notice to Holders of Registered     
Securities is given by mail, neither the failure to mail such notice, nor any   
defect in any notice so mailed, to any particular Holder of a Registered        
Security shall affect the sufficiency of such notice with respect to other      
Holders of Registered Securities or the sufficiency of any notice to Holders    
of Bearer Securities given as provided herein.                                  

In case by reason of the suspension of publication of any Authorized  
Newspaper or Authorized Newspapers or by reason of any other cause it shall be  
impracticable to publish any notice to Holders of Bearer Securities as provided 
above, then such notification to Holders of Bearer Securities as shall be given 
with the approval of the Trustee shall constitute sufficient notice to such     
Holders for every purpose hereunder.  Neither the failure to give notice by     
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice to Holders  
of Registered Securities given as provided herein.                              

  Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,    
except that any published notice may be in an official language of the country  
of publication                                                                  

     SECTION 13.3  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.  Securityholders
may communicate pursuant to TIA Section 312(b) with other Securityholders with  
respect to their rights under this Indenture or the Securities.  The Company and
the Trustee, the Registrar or the Paying Agent with respect to a                

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particular series of Securities, and anyone else, shall have the protection of  
TIA Section 312(c).                                                             

     SECTION 13.4  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.  Upon any
request or application by the Company to the Trustee to take any action under   
this Indenture, the Company shall furnish to the Trustee:                       

     (1)  an Officers' Certificate stating that, in the opinion of the
   signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and          

   (2)  an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.       

SECTION 13.5  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.  Each    
Officers' Certificate or Opinion of Counsel with respect to compliance with a   
covenant or condition provided for in this Indenture shall include:             

        (1)  statement that each person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;               

        (2)  a brief statement as to the nature and scope of the examination
  or investigation upon which the statements or opinions contained in such
Officers' Certificate or Opinion of Counsel are based;                

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

          (4)  a statement that, in the opinion of such person, such covenant or
condition has been complied with.                                     

     SECTION 13.6  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.                                                   

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   SECTION 13.7  RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR.  With respect
to the Securities of a particular series, the Trustee with respect to such      
series of Securities may make reasonable rules for action by or a meeting of    
Holders of such series of Securities.  With respect to the Securities of a      
particular series, the Registrar and the Paying Agent with respect to such      
series of Securities may make reasonable rules for their functions.             

  SECTION 13.8  LEGAL HOLIDAYS.  A "LEGAL HOLIDAY" is any day other than a
Business Day.  If any specified date (including an Interest Payment Date,       
Redemption Date or Stated Maturity of any Security, or a date for giving notice)
is a Legal Holiday at any Place of Payment or place for giving notice, then     
(notwithstanding any other provision of this Indenture or of the Securities or  
coupons other than a provision in the Securities of any series which            
specifically states that such provision shall apply in lieu of this Section)    
payment of interest or Principal need not be made at such Place of Payment, or  
such other action need not be taken, on such date, but the action shall be taken
on the next succeeding day that is not a Legal Holiday at such Place of Payment 
with the same force and effect as if made on the Interest Payment Date or       
Redemption Date, or at the Stated Maturity or such other date and to the extent 
applicable no Original Issue Discount or interest, if any, shall accrue for the 
intervening period.                                                             

SECTION 13.9  GOVERNING LAW AND JURISDICTION.  THIS INDENTURE AND THE 
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION Sections 5-1401, 5-1402 AND     
NYCPLR 327(b), THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A SECURITY (BY      
ACCEPTANCE THEREOF) THEREBY,  (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE  
FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE    
CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO   
THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL         
JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR   
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT 
IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN 
THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT  
IN AN INCONVENIENT FORUM.                                                       

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   SECTION 13.10  NO RECOURSE AGAINST OTHERS.  A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any    
obligations of the Company under the Securities or this Indenture or for any    
claim based on, in respect of or by reason of such obligations or their         
creation. By accepting a Security, each Holder of such Security shall waive and 
release all such liability.  The waiver and release shall be part of the        
consideration for the issue of the Securities.                                  

     SECTION 13.11  SUCCESSORS.  All agreements of the Company in this Indenture
and the Securities shall bind its successor.  All agreements of the Trustee in  
this Indenture shall bind its successor.                                        

   SECTION 13.12  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 13.13  BENEFITS OF INDENTURE.  Nothing in this Indenture or in the
Securities, express or implied, shall give to any person, other than the parties
hereto and their successors hereunder and the Holders of Securities, any        
benefits or any legal or equitable right, remedy or claim under this Indenture. 

SECTION 13.14  MULTIPLE ORIGINALS.  The parties may sign any number of
copies of this Indenture.  Each signed copy shall be an original, but all of    
them together represent the same agreement.  One signed copy is enough to prove 
this Indenture.                                                                 

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                       THE WALT DISNEY COMPANY

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

Attest:                                                                         

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

                       THE FIRST NATIONAL BANK
                      OF CHICAGO, as Trustee

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

Attest:                                                                         

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

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     EXHIBIT A

     CERTIFICATE

  This is to certify that, based on certificates we have received from our
member organizations substantially in the form set out in the Indenture         
relating to the above-captioned Securities, as of the date hereof, U.S.$        
  principal amount of the above-captioned Securities acquired from The
Walt Disney Company (i) is owned by persons that are not United States          
persons (as defined below), (ii) is owned by United States persons that are     
(a) foreign branches of United States financial institutions (as defined in     
United States Treasury Regulations Section 1.165-12(c)(1)(iv) ("financial       
institutions")) purchasing for their own account or for resale or (b) United    
States persons who acquired the Securities through foreign branches of United   
States financial institutions and who hold the Securities through such          
financial institutions on the date hereof (and in the case of either clause     
(a) or (b), each financial institution has agreed for the benefit of The Walt   
Disney Company to comply with the requirements of Section 165(j)(3)(A), (B)     
or (C) of the United States Internal Revenue Code of 1986, as amended, and      
the regulations thereunder) or (iii) is owned by financial institutions for     
purposes of resale during the restricted period (as defined in United States    
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)).  Financial institutions   
described in clause (iii) of the preceding sentence (whether or not also        
described in clause (i) or (ii)) have certified that they have not acquired     
the Securities for purposes of resale directly or indirectly to United States   
persons or to persons within the United States or its possessions.              

As used in this Certificate, "United States persons" means citizens or
residents of the United States, corporations, partnerships or other entities    
created or organized in or under the laws of the United States or any           
political subdivision thereof, estates the income of which is subject to        
United States Federal income taxation regardless of the source, or a trust      
whose administration is subject to the primary supervision of a United States   
court and which has one or more United States persons who have the authority    
to control all substantial decisions of the trust; "United States" means the    
United States of America (including the States and the District of Columbia),   
its territories, its possessions and other areas subject to its jurisdiction;   
and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,       
American Samoa, Wake Island and the Northern Mariana Islands.                   

We further certify that (i) we are not making available herewith for  
exchange any portion of the Temporary Global Bearer Security excepted in such   
certificates and (ii) as of the date hereof, we have not received any           
notification                                                                    

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from any of our member organizations to the effect that the statements made by  
such member organizations with respect to any portion of the part submitted     
herewith for exchange are no longer true and cannot be relied upon as of the    
date hereof.                                                                    

    We understand that this certificate is required in connection with certain
tax laws of the United States.  In connection therewith, if administrative or   
legal proceedings are commenced or threatened in connection with which this     
certificate is or would be relevant, we irrevocably authorize you to produce    
this certificate to any interested party in such proceedings.  We agree to      
retain each statement provided by a member organization for a period of four    
calendar years following the year in which the statement is received.           

Dated:    ______, 19___*                                                        
*To be dated no                                             
earlier than the                                            
Exchange Date.                                              

                      [MORGAN GUARANTY TRUST
       COMPANY
                             OF NEW YORK, BRUSSELS OFFICE,
                            AS OPERATOR OF THE EUROCLEAR
                 CLEARANCE SYSTEM]

                            [CEDEL BANK SOCIETE ANONYME]

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

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