Brown Alex Inc – ‘8-K’ for 8/21/95 – EX-4

As of:  Monday, 8/21/95   ·   For:  8/21/95   ·   Accession #:  916641-95-262   ·   File #:  0-14199

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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Alex Brown Form 8-K                                    2±     8K 
 2: EX-4        Exhibit 4.1                                            5     22K 
 3: EX-4        Exhibit 4.2                                          103    404K 

EX-4   —   Exhibit 4.2
Exhibit Table of Contents

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                                                           Exhibit 4.2

ALEX. BROWN INCORPORATED    

and     

CHEMICAL BANK, Trustee    

Senior Indenture    

Dated as of July 10, 1995     

_______________     

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CROSS REFERENCE SHEET*    
___________     

Between     

   Provisions of the Trust Indenture Act of 1939 and the Indenture
to be dated as of July 10, 1995 between ALEX. BROWN INCORPORATED and            
CHEMICAL BANK, Trustee:                                                         

Section of the Act                           Section of Indenture               

310(a)(1) and (2) . . . . . . . .     6.9                                       
310(a)(3) and (4) . . . . . . . .     Inapplicable                              
310(b)  . . . . . . . . . . . . .     6.8 and 6.10(a), (b) and (d)              
310(c)  . . . . . . . . . . . . .     Inapplicable                              
311(a)  . . . . . . . . . . . . .     6.13(a) and (c)(1) and (2)                
311(b)  . . . . . . . . . . . . .     6.13(b)                                   
311(c)  . . . . . . . . . . . . .     Inapplicable                              
312(a)  . . . . . . . . . . . . .     4.1 and 4.2(a)                            
312(b)  . . . . . . . . . . . . .     4.2(a) and (b)(i) and (ii)                
312(c)  . . . . . . . . . . . . .     4.2(c)                                    
313(a)  . . . . . . . . . . . . .     4.4(a)(i), (ii), (iii), (iv), (v) and (vi)
313(b)(1) . . . . . . . . . . . .     Inapplicable                              
313(b)(2) . . . . . . . . . . . .     4.4                                       
313(c)  . . . . . . . . . . . . .     4.4                                       
313(d)  . . . . . . . . . . . . .     4.4                                       
314(a)  . . . . . . . . . . . . .     4.3                                       
314(b)  . . . . . . . . . . . . .     Inapplicable                              
314(c)(1) and (2) . . . . . . . .     11.5                                      
314(c)(3) . . . . . . . . . . . .     Inapplicable                              
314(d)  . . . . . . . . . . . . .     Inapplicable                              
314(e)  . . . . . . . . . . . . .     11.5                                      
314(f)  . . . . . . . . . . . . .     Inapplicable                              
315(a), (c) and (d) . . . . . . .     6.1                                       
315(b)  . . . . . . . . . . . . .     5.11                                      
315(e)  . . . . . . . . . . . . .     5.12                                      
316(a)(1) . . . . . . . . . . . .     5.9                                       
316(c)(2) . . . . . . . . . . . .     Not required                              
316(a) (last sentence)  . . . . .     7.4                                       
316(b)  . . . . . . . . . . . . .     5.7                                       
317(a)  . . . . . . . . . . . . .     5.2                                       
317(b)  . . . . . . . . . . . . .     3.4(a) and (b)                            
318(a)  . . . . . . . . . . . . .     11.7                                      

*    This Cross Reference Sheet is not part of the Indenture.                   

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TABLE OF CONTENTS     

_________     

                                                                  Page

ARTICLE ONE     

DEFINITIONS     

SECTION 1.1  Certain Terms Defined . . . . . . . . . . . . . . . .   1
     Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Associate . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     Authenticating Agent  . . . . . . . . . . . . . . . . . . . .   2
     Authorized Newspaper  . . . . . . . . . . . . . . . . . . . .   2
     Board of Directors  . . . . . . . . . . . . . . . . . . . . .   2
     Board Resolution  . . . . . . . . . . . . . . . . . . . . . .   2
     Business Day  . . . . . . . . . . . . . . . . . . . . . . . .   2
     Change of Control . . . . . . . . . . . . . . . . . . . . . .   2
     Change of Control Purchase Date . . . . . . . . . . . . . . .   4
     Change of Control Purchase Notice . . . . . . . . . . . . . .   4
     Change of Control Purchase Price  . . . . . . . . . . . . . .   4
     Closing Price . . . . . . . . . . . . . . . . . . . . . . . .   4
     Commission  . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Common Stock  . . . . . . . . . . . . . . . . . . . . . . . .   5
     Conversion Agent  . . . . . . . . . . . . . . . . . . . . . .   5
     Conversion Price  . . . . . . . . . . . . . . . . . . . . . .   5
     Converting Holder . . . . . . . . . . . . . . . . . . . . . .   5
     Corporate Trust Office  . . . . . . . . . . . . . . . . . . .   5
     Coupon  . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     Covenant Defeasance . . . . . . . . . . . . . . . . . . . . .   5
     Current Market Price  . . . . . . . . . . . . . . . . . . . .   6
     Depositary  . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Dollar  . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Event of Default  . . . . . . . . . . . . . . . . . . . . . .   6
     Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . .   6
     Foreign Currency  . . . . . . . . . . . . . . . . . . . . . .   6
     Holder, Holder of Securities, Securityholder  . . . . . . . .   6
     Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . .   6
     Indenture . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     Interest  . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Issuer  . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Issuer Order  . . . . . . . . . . . . . . . . . . . . . . . .   7
     Judgment Currency . . . . . . . . . . . . . . . . . . . . . .   7
     NYSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Officer's Certificate . . . . . . . . . . . . . . . . . . . .   7
     Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . .   7
     Original Issue Date . . . . . . . . . . . . . . . . . . . . .   7
     Original Issue Discount Security  . . . . . . . . . . . . . .   7
     Outstanding . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . .   8

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     Periodic Offering . . . . . . . . . . . . . . . . . . . . . .   8
     Person  . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Permitted Liens . . . . . . . . . . . . . . . . . . . . . . .   8
     principal . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Record Date . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Registered Global Security  . . . . . . . . . . . . . . . . .   9
     Registered Security . . . . . . . . . . . . . . . . . . . . .   9
     Required Currency . . . . . . . . . . . . . . . . . . . . . .   9
     Responsible Officer . . . . . . . . . . . . . . . . . . . . .   9
     Security or Securities  . . . . . . . . . . . . . . . . . . .   9
     Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Trading Day . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . .   9
     Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     Unregistered Security . . . . . . . . . . . . . . . . . . . .  10
     U.S. Government Obligations . . . . . . . . . . . . . . . . .  10
     Voting Security . . . . . . . . . . . . . . . . . . . . . . .  10
     Yield to Maturity . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE TWO     

SECURITIES    

SECTION 2.1  Forms Generally . . . . . . . . . . . . . . . . . . .  10
SECTION 2.2  Form of Trustee's Certificate of Authentication . . .  10
SECTION 2.3  Amount Unlimited; Issuable in Series  . . . . . . . .  11
SECTION 2.4  Authentication and Delivery of Securities . . . . . .  14
SECTION 2.5  Execution of Securities . . . . . . . . . . . . . . .  16
SECTION 2.6  Certificate of Authentication . . . . . . . . . . . .  17
SECTION 2.7  Denomination and Date of Securities; Payments of         
     Interest  . . . . . . . . . . . . . . . . . . . . . . . . . .  17
SECTION 2.8  Registration, Transfer and Exchange . . . . . . . . .  18
SECTION 2.9  Mutilated, Defaced, Destroyed, Lost and Stolen           
     Securities  . . . . . . . . . . . . . . . . . . . . . . . . .  21
SECTION 2.10  Cancellation of Securities; Disposition Thereof  . .  22
SECTION 2.11  Temporary Securities . . . . . . . . . . . . . . . .  23

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ARTICLE THREE     

COVENANTS OF THE ISSUER     

SECTION 3.1  Payment of Principal and Interest . . . . . . . . . .  23
SECTION 3.2  Offices for Payments, Etc.  . . . . . . . . . . . . .  24
SECTION 3.3  Appointment to Fill a Vacancy in Office of Trustee  .  25
SECTION 3.4  Paying Agents . . . . . . . . . . . . . . . . . . . .  25
SECTION 3.5  Written Statement to Trustee  . . . . . . . . . . . .  26
SECTION 3.6  Negative Pledge . . . . . . . . . . . . . . . . . . .  26
SECTION 3.7  Luxembourg Publications . . . . . . . . . . . . . . .  27

ARTICLE FOUR    

SECURITYHOLDERS LISTS AND REPORTS BY THE    
ISSUER AND THE TRUSTEE    

SECTION 4.1  Issuer to Furnish Trustee Information as to Names        
     and Addresses of Securityholders  . . . . . . . . . . . . . .  27
SECTION 4.2  Preservation and Disclosure of Securityholders           
     Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
SECTION 4.3  Reports by Issuer . . . . . . . . . . . . . . . . . .  29
SECTION 4.4  Reports by the Trustee  . . . . . . . . . . . . . . .  29

ARTICLE FIVE    

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS     
ON EVENT OF DEFAULT     

SECTION 5.1  Event of Default Defined; Acceleration of Maturity;      
     Waiver of Default . . . . . . . . . . . . . . . . . . . . . .  30
SECTION 5.2  Collection of Indebtedness by Trustee; Trustee May       
     Prove Debt  . . . . . . . . . . . . . . . . . . . . . . . . .  33
SECTION 5.3  Application of Proceeds . . . . . . . . . . . . . . .  35
SECTION 5.4  Suits for Enforcement . . . . . . . . . . . . . . . .  36
SECTION 5.5  Restoration of Rights on Abandonment of Proceedings .  36
SECTION 5.6  Limitations on Suits by Securityholders . . . . . . .  37
SECTION 5.7  Unconditional Right of Securityholders to Institute      
     Certain Suits . . . . . . . . . . . . . . . . . . . . . . . .  37
SECTION 5.8  Powers and Remedies Cumulative; Delay or Omission        
     Not Waiver of Default . . . . . . . . . . . . . . . . . . . .  37
SECTION 5.9  Control by Holders of Securities  . . . . . . . . . .  38
SECTION 5.10  Waiver of Past Defaults  . . . . . . . . . . . . . .  38
SECTION 5.11  Trustee to Give Notice of Default, But May Withhold     
     in Certain Circumstances  . . . . . . . . . . . . . . . . . .  39
SECTION 5.12  Right of Court to Require Filing of Undertaking to      
     Pay Costs . . . . . . . . . . . . . . . . . . . . . . . . . .  39

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ARTICLE SIX     

CONCERNING THE TRUSTEE    

SECTION 6.1  Duties and Responsibilities of the Trustee; During       
     Default; Prior to Default . . . . . . . . . . . . . . . . . .  40
SECTION 6.2  Certain Rights of the Trustee . . . . . . . . . . . .  41
SECTION 6.3  Trustee Not Responsible for Recitals, Disposition of     
     Securities or Application of Proceeds Thereof . . . . . . . .  42
SECTION 6.4  Trustee and Agents May Hold Securities or Coupons;       
     Collections, Etc. . . . . . . . . . . . . . . . . . . . . . .  42
SECTION 6.5  Moneys Held by Trustee  . . . . . . . . . . . . . . .  42
SECTION 6.6  Compensation and Indemnification of Trustee and Its      
     Prior Claim . . . . . . . . . . . . . . . . . . . . . . . . .  43
SECTION 6.7  Right of Trustee to Rely on Officer's Certificate,       
     Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
SECTION 6.8  Conflicting Interests . . . . . . . . . . . . . . . .  43
SECTION 6.9  Persons Eligible for Appointment as Trustee . . . . .  43
SECTION 6.10  Resignation and Removal; Appointment of Successor       
     Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
SECTION 6.11  Acceptance of Appointment by Successor Trustee . . .  45
SECTION 6.12  Merger, Conversion, Consolidation or Succession to      
     Business of Trustee . . . . . . . . . . . . . . . . . . . . .  46
SECTION 6.13  Preferential Collection of Claims Against the           
     Issuer  . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
SECTION 6.14  Appointment of Authenticating Agent  . . . . . . . .  47

ARTICLE SEVEN     

CONCERNING THE SECURITYHOLDERS    

SECTION 7.1  Evidence of Action Taken by Securityholders . . . . .  49
SECTION 7.2  Proof of Execution of Instruments and of Holding of      
     Securities  . . . . . . . . . . . . . . . . . . . . . . . . .  49
SECTION 7.3  Holders to Be Treated as Owners . . . . . . . . . . .  50
SECTION 7.4  Securities Owned by Issuer Deemed Not Outstanding . .  50
SECTION 7.5  Right of Revocation of Action Taken . . . . . . . . .  51

ARTICLE EIGHT     

SUPPLEMENTAL INDENTURES     

SECTION 8.1  Supplemental Indentures Without Consent of               
     Securityholders . . . . . . . . . . . . . . . . . . . . . . .  51
SECTION 8.2  Supplemental Indentures with Consent of                  
     Securityholders . . . . . . . . . . . . . . . . . . . . . . .  53
SECTION 8.3  Effect of Supplemental Indenture  . . . . . . . . . .  54
SECTION 8.4  Documents to Be Given to Trustee  . . . . . . . . . .  54
SECTION 8.5  Notation on Securities in Respect of Supplemental        
     Indentures  . . . . . . . . . . . . . . . . . . . . . . . . .  55

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ARTICLE NINE    

CONSOLIDATION, MERGER, SALE OR CONVEYANCE     

SECTION 9.1  Covenant Not to Merge, Consolidate, Sell or Convey       
     Property Except Under Certain Conditions  . . . . . . . . . .  55
SECTION 9.2  Successor Corporation Substituted . . . . . . . . . .  55
SECTION 9.3  Opinion of Counsel Delivered to Trustee . . . . . . .  56

ARTICLE TEN     

SATISFACTION AND DISCHARGE OF INDENTURE;    
UNCLAIMED MONEYS    

SECTION 10.1  Satisfaction and Discharge of Indenture  . . . . . .  56
SECTION 10.2  Application by Trustee of Funds Deposited for           
     Payment of Securities . . . . . . . . . . . . . . . . . . . .  61
SECTION 10.3  Repayment of Moneys Held by Paying Agent . . . . . .  61
SECTION 10.4  Return of Moneys Held by Trustee and Paying Agent       
     Unclaimed for Two Years . . . . . . . . . . . . . . . . . . .  62
SECTION 10.5  Indemnity for U.S. Government Obligations  . . . . .  62
SECTION 10.6   Reinstatement . . . . . . . . . . . . . . . . . . .  62
SECTION 10.7  Excess Funds . . . . . . . . . . . . . . . . . . . .  63

ARTICLE ELEVEN    

MISCELLANEOUS PROVISIONS    

SECTION 11.1  Incorporators, Stockholders, Officers and Directors     
     of Issuer Exempt from Individual Liability  . . . . . . . . .  63
SECTION 11.2  Provisions of Indenture for the Sole Benefit of         
     Parties and Holders of Securities and Coupons . . . . . . . .  63
SECTION 11.3  Successors and Assigns of Issuer Bound by               
     Indenture . . . . . . . . . . . . . . . . . . . . . . . . . .  64
SECTION 11.4  Notices and Demands on Issuer, Trustee and Holders      
     of Securities and Coupons . . . . . . . . . . . . . . . . . .  64
SECTION 11.5  Officer's Certificates and Opinions of Counsel;         
     Statements to Be Contained Therein  . . . . . . . . . . . . .  65
SECTION 11.6  Payments Due on Saturdays, Sundays and Holidays  . .  66
SECTION 11.7  Conflict of Any Provision of Indenture with Trust       
     Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . .  66
SECTION 11.8  New York Law to Govern . . . . . . . . . . . . . . .  66
SECTION 11.9  Counterparts . . . . . . . . . . . . . . . . . . . .  66
SECTION 11.10  Effect of Headings  . . . . . . . . . . . . . . . .  66
SECTION 11.11  Securities in a Foreign Currency or in ECU  . . . .  66
SECTION 11.12  Judgment Currency . . . . . . . . . . . . . . . . .  67

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ARTICLE TWELVE    

REDEMPTION OF SECURITIES; SINKING FUNDS AND OPTION    
TO PURCHASE ON CHANGE OF CONTROL    

SECTION 12.1  Applicability of Article . . . . . . . . . . . . . .  68
SECTION 12.2  Notice of Redemption; Partial Redemptions  . . . . .  68
SECTION 12.3  Payment of Securities Called for Redemption  . . . .  70
SECTION 12.4  Exclusion of Certain Securities from Eligibility        
     for Selection for Redemption  . . . . . . . . . . . . . . . .  71
SECTION 12.5  Mandatory and Optional Sinking Funds . . . . . . . .  71
SECTION 12.6  Purchase of Securities by the Issuer at Option of       
     the Holder upon Change of Control . . . . . . . . . . . . . .  73
SECTION 12.7  Effect of Change of Control Purchase Notice;            
     Withdrawal Notice . . . . . . . . . . . . . . . . . . . . . .  75
SECTION 12.8  Securities Purchased in Part . . . . . . . . . . . .  76
SECTION 12.9  Covenant to Comply with Securities Laws upon            
     Purchase of Securities  . . . . . . . . . . . . . . . . . . .  76

ARTICLE THIRTEEN    

CONVERSION    

SECTION 13.1  Conversion Privilege . . . . . . . . . . . . . . . .  77
SECTION 13.2  Conversion Procedure; Rescission of Conversion;         
     Conversion Price; Fractional Shares . . . . . . . . . . . . .  77
SECTION 13.3  Adjustment of Conversion Price for Common Stock  . .  78
SECTION 13.4  Consolidation or Merger of the Issuer  . . . . . . .  83
SECTION 13.5  Notice of Adjustment . . . . . . . . . . . . . . . .  84
SECTION 13.6  Notice in Certain Events . . . . . . . . . . . . . .  85
SECTION 13.7  Issuer to Reserve Stock; Registration; Listing . . .  86
SECTION 13.8  Taxes on Conversion  . . . . . . . . . . . . . . . .  86
SECTION 13.9  Conversion After Record Date . . . . . . . . . . . .  86
SECTION 13.10  Corporate Action Regarding Par Value of Common         
     Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
SECTION 13.11  Issuer Determination Final  . . . . . . . . . . . .  87
SECTION 13.12  Trustee's Disclaimer  . . . . . . . . . . . . . . .  87

TESTIMONIUM  . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88

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 THIS INDENTURE dated as of July 10, 1995, between ALEX. BROWN
INCORPORATED, a Maryland corporation (the "Issuer"), and CHEMICAL BANK, as      
trustee (the "Trustee").                                                        

W I T N E S S E T H :     

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

WHEREAS, the Issuer has duly authorized the execution and   
delivery of this Indenture to provide, among other things, for the              
authentication, delivery and administration of the Securities; and              

WHEREAS, all things necessary to make the Securities, when  
executed by the Issuer and authenticated and delivered by the Trustee           
hereunder and duly issued by the Issuer, the valid obligations of the           
Issuer and to make this Indenture a valid indenture and agreement of the        
Issuer according to their and its terms have been done;                         

NOW, THEREFORE:                                             

In consideration of the premises and the purchases of the   
Securities by the Holders thereof, the Issuer and the Trustee mutually          
covenant and agree for the equal and proportionate benefit of the               
respective Holders from time to time of the Securities and of the Coupons,      
if any, appertaining thereto as follows:                                        

ARTICLE ONE     

DEFINITIONS     

    SECTION 1.1  Certain Terms Defined.  The following terms (except
as otherwise expressly provided or unless the context otherwise clearly         
requires) for all purposes of this Indenture and of any indenture               
supplemental hereto shall have the respective meanings specified in this        
Section.  All other terms used in this Indenture that are defined in the        
Trust Indenture Act of 1939 or the definitions of which in the Securities       
Act of 1933 are referred to in the Trust Indenture Act of 1939, including       
terms defined therein by reference to the Securities Act of 1933, as            
amended (except as herein otherwise expressly provided or unless the            
context otherwise requires), shall have the meanings assigned to such terms     
in said Trust Indenture Act and in said Securities Act as in force at the       
date of this Indenture.  All accounting terms used herein and not expressly     
defined shall have the meanings assigned to such terms in accordance with       
generally accepted accounting principles, and the term "generally accepted      
accounting principles" means such accounting principles as are generally        
accepted at the time of any computation.  The words "herein", "hereof" and      
"hereunder" and other words of similar import refer to this Indenture as a      
whole and not to any particular Article, Section or other subdivision.  The     

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terms defined in this Article have the meanings assigned to them in this        
Article and include the plural as well as the singular.                         

"Affiliate" means, with respect to any specified person, 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.                                                                      

 "Alex. Brown" means Alex. Brown & Sons Incorporated, a wholly
owned subsidiary of the Issuer.                                                 

    "Associate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act, as in        
effect on the date hereof.                                                      

"Authenticating Agent" shall have the meaning set forth in  
Section 6.14.                                                                   

   "Authorized Newspaper" means a newspaper (which, in the case of
The City of New York, will, if practicable, be The Wall Street Journal          
(Eastern Edition), in the case of the United Kingdom, will, if practicable,     
be the Financial Times (London Edition) and, in the case of Luxembourg,         
will, if practicable, be the Luxemburger Wort) published in an official         
language of the country of publication customarily published at least once      
a day for at least five days in each calendar week and of general               
circulation in The City of New York, the United Kingdom or Luxembourg, as       
applicable.  If it shall be impractical in the opinion of the Trustee to        
make any publication of any notice required hereby in an Authorized             
Newspaper, any publication or other notice in lieu thereof which is made or     
given with the approval of the Trustee shall constitute a sufficient            
publication of such notice.                                                     

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

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

     "Business Day" means, with respect to any Security, a day that in
the city (or in any of the cities, if more than one) in which amounts are       
payable, as specified in the form of such Security, is not a day on which       
banking institutions are authorized or required by law or regulation to         
close.                                                                          

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     "Change of Control" shall be deemed to have occurred at such time
as any of the following events shall occur:                                     

  (i)  there shall be consummated any consolidation or merger of
the Issuer (a) in which the Issuer is not the continuing or surviving 
corporation or (b) pursuant to which the Common Stock would be        
converted into cash, securities or other property, other than, in the 
case of either (a) or (b), a consolidation or merger of the Issuer in 
which the holders of Common Stock immediately prior to such           
consolidation or merger have at least a majority, directly or         
indirectly, of the common stock of the resulting or surviving         
corporation immediately after such consolidation or merger; or        

(ii) there shall be consummated any merger or consolidation 
between Alex. Brown and any other Person (other than the Issuer or a  
wholly owned subsidiary thereof) or a sale, lease or conveyance of all
or substantially all of its assets to any other Person; or            

(iii) there is a report filed on Schedule 13D or 14D-1 (or  
any successor schedule, form or report) pursuant to the Exchange Act, 
disclosing that any person (for the purposes of this definition only, 
as the term "person" is used in Section 13(d)(3) or Section 14(d)(2)  
of the Exchange Act or any successor provision to either of the       
foregoing but excluding any one or more persons or group of persons   
which are, or, in the ordinary course of business, will become        
principals or managing directors of the Issuer or any Subsidiary) has 
become the beneficial owner, directly or indirectly, through a        
purchase, merger or other acquisition transaction or series of        
transactions, of shares of capital stock of the Issuer entitling such 
person to exercise more than 50% of the total voting power of all     
shares of capital stock of the Issuer entitling the holders thereof to
voting generally in elections of directors.  Notwithstanding the      
foregoing, a Change of Control shall not be deemed to have occurred by
virtue of the Issuer, any Subsidiary, any employee stock ownership    
plan or any other employee benefit plan of the Issuer or any          
Subsidiary, or any person holding Common Stock for or pursuant to the 
terms of any such employee benefit plan, filing or becoming obligated 
to file a report under or in respect of Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report) under the Exchange Act    
disclosing beneficial ownership by it of shares of Common Stock       
whether in excess of 50% or otherwise.  For purposes of this          
paragraph (iii), the phrase "in the ordinary course of business"      
includes, without limitation, the hiring of any managing director or  
principal as an employee to engage in the conduct of an existing or   
proposed business of the Issuer or any Subsidiary; or                 

 (iv) any other Change of Control provided in the supplemental
indenture under which such series of Securities is issued or in the   
form of Security for such series;                                     

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provided, however, that a Change of Control shall not be deemed to have         
occurred if (x) the Closing Price for each of any five trading days within      
the period of ten consecutive trading days ending immediately after the         
later of the Change of Control or the public announcement of the Change of      
Control (in case of a Change of Control under clause (iii) above) or ending     
immediately before the Change of Control (in the case of a Change of            
Control under clause (i) above) shall equal or exceed 105% of the               
Conversion Price of the Securities in effect on each such trading day or        
(y) all of the consideration (excluding cash payments for fractional            
shares) in the transaction or series of transactions constituting the           
Change of Control consists of shares of common stock traded on a national       
securities exchange or quoted on the NASDAQ National Market System and, as      
a result of such transaction or series of transactions, the Securities          
become convertible solely into such common stock (excluding cash payments       
for fractional shares) and the closing price of the consideration paid or       
received for each share of Common Stock shall equal or exceed 105% of the       
Conversion Price of the Securities for each of any five trading days within     
the period of ten consecutive trading days immediately following the            
closing date of such transaction or the last transaction of such series of      
such transactions, as the case may be.  A "beneficial owner" shall be           
determined in accordance with Rule 13d-3 promulgated by the Commission          
under the Exchange Act, as in effect on the date of execution of this           
Indenture, except that, for purposes of the definition of Change of             
Control, the number of shares of capital stock of the Issuer entitling the      
holders thereof to vote generally in elections of directors shall be deemed     
to include, in addition to all outstanding shares of capital stock of the       
Company entitling the holders thereof to vote generally in the election of      
directors and Unissued Shares of the Person with respect to which the           
Change of Control determination is being made, all Unissued Shares of all       
other Persons.  As used herein, "Unissued Shares" shall mean shares of          
capital stock of the Issuer not outstanding that are subject to options,        
warrants, rights to purchase or conversion privileges exercisable within 60     
days following the date of determination of a Change of Control and that,       
upon issuance, shall entitle the holders thereof to vote generally in the       
election of directors.                                                          

"Change of Control Purchase Date" means the date that is 40 
Business Days after the occurrence of a Change of Control.                      

  "Change of Control Purchase Notice" shall have the meaning set
forth in Section 12.6(c).                                                       

    "Change of Control Purchase Price" means an amount in cash equal
to 100% of the principal amount in respect of a Security for which a Change     
of Control Purchase Notice has been delivered plus accrued unpaid interest      
to the Change of Control Purchase Date, or such other amount as may be          
provided in the supplemental indenture under which such series of               
Securities is issued or in the form of Security for such series.                

    "Closing Price" means the last reported sale price of the Common
Stock (regular way) as shown on the Composite Tape of the NYSE (or, if such     

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stock is not listed or admitted to trading on the NYSE, on the principal        
national securities exchange on which the Common Stock is listed or             
admitted to trading), or, in case no such sale takes place on such day, the     
average of the closing bid and asked prices on the NYSE (or, if such stock      
is not listed or admitted to trading on the NYSE, on the principal national     
securities exchange on which such stock is listed or admitted to trading),      
or, if it is not listed or admitted to trading on any national securities       
exchange, the average of the closing bid and asked prices as reported by        
the National Association of Securities Dealers Automated Quotation System       
(NASDAQ), or if the Common Stock is not so reported, the average of the         
closing bid and asked prices as furnished by any member of the National         
Association of Securities Dealers, Inc., selected from time to time by the      
Issuer for that purpose.                                                        

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

  "Common Stock" means the class of Common Stock, par value $.10
per share, of the Issuer authorized at the date of this Indenture as            
originally signed, or any other class of stock resulting from successive        
changes or reclassifications of such Common Stock, and in any such case         
including any shares thereof authorized after the date of this Indenture,       
and any other shares of stock of the Issuer which do not have any priority      
in the payment of dividends or upon liquidation over any other class of         
stock.                                                                          

   "Conversion Agent" means any Person authorized by the Issuer to
receive Securities to be converted into Common Stock on behalf of the           
Issuer.  The Issuer initially authorizes the Trustee to act as Conversion       
Agent for the Securities on its behalf.  The Issuer may at any time and         
from time to time authorize one or more Persons to act as Conversion Agent      
in addition to or in place of the Trustee with respect to any series of         
Securities issued under this Indenture.                                         

"Conversion Price" means, with respect to any series of     
Securities which are convertible into Common Stock, the price per share of      
Common Stock at which the Securities of such series are so convertible as       
set forth in the Board Resolution or Officer's Certificate with respect to      
such series pursuant to Section 2.3 (or in any supplemental indenture           
entered into pursuant to Section 8.1(g) with respect to such series), as        
the same may be adjusted from time to time in accordance with Section 13.3      
(or such supplemental indenture).                                               

"Converting Holder" shall have the meaning specified in     
Section 13.2(c) of this Indenture.                                              

     "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time,      

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be principally administered, which office is, at the date as of which this      
Indenture is dated, located in New York, New York.                              

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

     "Covenant Defeasance" shall have the meaning set forth in Section
10.1(C).                                                                        

 "Current Market Price" means, on any date, the average of the
daily Closing Prices per share of Common Stock for any 30 consecutive           
Trading Days selected by the Issuer prior to the day in question, which 30      
consecutive Trading Day period shall not commence more than 45 Trading Days     
prior to the day in question; provided that with respect to Section             
13.3(c), the "Current Market Price" of the Common Stock shall mean the          
average of the daily Closing Prices per share of Common Stock for the five      
consecutive Trading Days ending on the date of the distribution referred to     
in Section 13.3(c) (or if such date shall not be a Trading Day, on the          
Trading Day immediately preceding such date).                                   

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

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

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

     "Event of Default" means any event or condition specified as such
in Section 5.1.                                                                 

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, as in force at the date of which this Indenture was originally         
executed.                                                                       

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

"Holder", "Holder of Securities", "Securityholder" or other 
similar terms mean (a) in the case of any Registered Security, the person       
in whose name such Security is registered in the security register kept by      
the Issuer for that purpose in accordance with the terms hereof, and (b) in     

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the case of any Unregistered Security or any Coupon, the bearer of such         
Security or Coupon, as the case may be.                                         

   "Indebtedness" shall have the meaning set forth in Section 5.1.

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

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

"Investment Company Act" means the Investment Company Act of
1940, as amended.                                                               

    "Issuer" means Alex. Brown Incorporated, a Maryland corporation,
and, subject to Article Nine, its successors and assigns.                       

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

   "Judgment Currency" shall have the meaning set forth in Section
11.12.                                                                          

"NYSE" means the New York Stock Exchange.                   

"Officer's Certificate" means a certificate signed by the   
chairman of the Board of Directors, the president or the treasurer of the       
Issuer and delivered to the Trustee.  Each such certificate shall include       
the statements provided for in Section 11.5, to the extent applicable.          

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

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

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

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

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

(b)  Securities, or portions thereof, for the payment or    
redemption of which moneys or U.S. Government obligations (as provided
for in Section 10.1) in the necessary amount shall have been deposited
in trust with the Trustee or with any Paying Agent (other than the    
Issuer) or shall have been set aside, segregated and held in trust by 
the Issuer for the Holders of such Securities (if the Issuer shall act
as its own paying agent), provided that if such Securities, or        
portions thereof, are to be redeemed prior to the maturity thereof,   
notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving 
such notice; and                                                      

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

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

 "Paying Agent" means any Person authorized by the Issuer with
respect to the Securities of any series to perform the functions set forth      
in Section 3.4.  The Issuer initially authorizes the Trustee to act as          
Paying Agent for the Securities on its behalf.  The Issuer may at any time      
and from time to time authorize one or more Persons to act as Paying Agent      
in addition to or in place of the Trustee with respect to any series of         
Securities issued under this Indenture.                                         

   "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 or rates of interest, if any, thereon, the         
stated maturity or maturities thereof and the redemption provisions, if         
any, with respect thereto, are to be determined by the Issuer or its agents     
upon the issuance of such Securities.                                           

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

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"Permitted Liens" shall have the meaning set forth in       
Section 3.6.                                                                    

     "principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include (i) "and            
premium, if any" and (ii) the purchase price thereof payable by the Issuer      
upon any mandatory repurchase from a Holder pursuant to the terms of such       
Securities or this Indenture.                                                   

  "Record Date" shall have the meaning set forth in Section 2.7.

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

"Registered Security" means any Security registered on the  
Security register of the Issuer.                                                

   "Required Currency" shall have the meaning set forth in Section
11.12.                                                                          

     "Responsible Officer" when used with respect to the Trustee means
the chairman of the Board of Directors, any vice chairman of the Board of       
Directors, the chairman of the trust committee thereof, the chairman of the     
executive committee thereof, any vice chairman of the executive committee       
thereof, the president, any vice president (whether or not designated by        
numbers or words added before or after the title "vice president"), the         
cashier, the secretary, the treasurer, any senior trust officer, any trust      
officer, any assistant trust officer, any assistant vice president, any         
assistant cashier, any assistant secretary, any assistant treasurer, or any     
other officer or assistant officer of the Trustee customarily performing        
functions similar to those performed by the persons who at the time shall       
be such officers, respectively, or to whom any corporate trust matter is        
referred because of his knowledge of and familiarity with the particular        
subject.                                                                        

  "Security" or "Securities" has the meaning stated in the first
recital of this Indenture, or, as the case may be, Securities that have         
been authenticated and delivered under this Indenture.                          

 "Subsidiary" shall have the meaning set forth in Section 3.6.

     "Trading Day" means, with respect to the Common Stock, so long as
the Common Stock is listed or admitted to trading on the NYSE, a day on         
which the NYSE is open for the transaction of business, or, if the Common       
Stock is not listed or admitted to trading on the NYSE, a day on which the      
principal national securities exchange on which the Common Stock is listed      
is open for the transaction of business, or, if the Common Stock is not         
listed or admitted for trading on any national securities exchange, a day       

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on which the NASDAQ National Market is open for the transaction of              
business.                                                                       

  "Trust Indenture Act of 1939" (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939 as in force at      
the date as of which this Indenture was originally executed.                    

   "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also      
include any successor trustee.  "Trustee" shall also mean or include each       
Person who is then a trustee hereunder and if at any time there is more         
than one such Person, "Trustee", as used with respect to the Securities of      
any series, shall mean the trustee with respect to the Securities of such       
series.                                                                         

"Unregistered Security" means any Security other than a     
Registered Security.                                                            

     "U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(A).                                                                

     "Voting Security" means securities of the class or classes having
general voting power under ordinary circumstances to elect at least a           
majority of the board of directors, managers or trustees of such                
corporation, provided that, for the purposes hereof, securities which carry     
only the right to vote conditionally on the happening of an event shall not     
be considered Voting Securities whether or not such event shall have            
happened.                                                                       

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

ARTICLE TWO     

SECURITIES    

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

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pursuant thereto, or with any rules of any securities exchange or to            
conform to general usage, all as may be determined by the officers              
executing such Securities and Coupons, if any, as evidenced by their            
execution of such Securities and Coupons.                                       

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

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

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

                _________________________,
          as Trustee

               By_______________________
                   Authorized Officer"

   If at any time there shall be an Authenticating Agent appointed
with respect to any series of Securities, then the Securities of such           
series may have endorsed thereon, in addition to or in lieu of the              
Trustee's certificate of authentication to be borne by the Securities of        
each such series, an alternative certificate of authentication                  
substantially as follows:                                                       

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

                  ___________________________,
                       as Authenticating Agent

                 By_________________________
                   Authorized Officer"

 SECTION 2.3  Amount Unlimited; Issuable in Series.  Except as
otherwise may be provided in an indenture supplemental hereto, the              
aggregate principal amount of Securities which may be authenticated and         
delivered under this Indenture is unlimited.                                    

The Securities may be issued in one or more series and the  
Securities of each such series shall rank equally and pari passu with all       

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other unsecured and unsubordinated debt of the Issuer.  There shall be          
established in or pursuant to one or more Board Resolutions (and, to the        
extent established pursuant to rather than set forth in a Board Resolution,     
in an Officer's Certificate detailing such establishment) or established in     
one or more indentures supplemental hereto, prior to the initial issuance       
of Securities of any series,                                                    

     (1)  the designation of the Securities of the series, which shall
distinguish the Securities of the series from the Securities of all   
other series;                                                         

(2)  any limit upon the aggregate principal amount of the   
Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other 
Securities of the series pursuant to Section 2.8, 2.9, 2.11, 8.5 or   
12.3);                                                                

 (3)  if other than Dollars, the coin or currency in which the
Securities of that series are denominated (including, but not limited 
to, any Foreign Currency or ECU);                                     

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

(5)  the rate or rates at which the Securities of the series
shall bear interest, if any, the date or dates from which such        
interest shall accrue, on which such interest shall be payable and (in
the case of Registered Securities) on which a record shall be taken   
for the determination of Holders to whom interest is payable and/or   
the method by which such rate or rates or date or dates shall be      
determined;                                                           

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

  (7)  the right, if any, of the Issuer to redeem Securities, in
whole or in part, at its option and the period or periods within      
which, the price or prices at which and any terms and conditions upon 
which Securities of the series may be redeemed, pursuant to any       
sinking fund or otherwise;                                            

     (8)  the obligation, if any, of the Issuer to redeem, purchase or
repay Securities of the series pursuant to any mandatory redemption,  
sinking fund or analogous provisions or pursuant to Section 12.6 or at
the option of a Holder thereof and the price or prices at which and   
the period or periods within which and any terms and conditions upon  
which Securities of the series shall be redeemed, purchased or repaid,
in whole or in part, pursuant to such obligation;                     

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

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

   (11) if other than the coin or currency in which the Securities
of that series are denominated, the coin or currency in which payment 
of the principal of or interest on the Securities of such series shall
be payable;                                                           

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

     (13) if the amount of payments of principal of and/or interest on
the Securities of the series may be determined with reference to an   
index based on a coin or currency other than that in which the        
Securities of the series are denominated or upon any other type of    
index, the manner in which such amounts shall be determined;          

 (14) whether the Securities of the series will be issuable as
Registered Securities (and if so, whether such Securities will be     
issuable as Registered Global Securities) or Unregistered Securities  
(with or without Coupons), or any combination of the foregoing, any   
restrictions applicable to the offer, sale or delivery of Unregistered
Securities or the payment of interest thereon and, if other than as   
provided in Section 2.8, the terms upon which Unregistered Securities 
of any series may be exchanged for Registered Securities of such      
series and vice versa;                                                

 (15) whether and under what circumstances the Issuer will pay
additional amounts on the Securities of the series held by a person   
who is not a U.S. person in respect of any tax, assessment or         
governmental charge withheld or deducted and, if so, whether the      
Issuer will have the option to redeem such Securities rather than pay 
such additional amounts;                                              

(16) if the Securities of such series are to be issuable in 
definitive form (whether upon original issue or upon exchange of a    
temporary Security of such series) only upon receipt of certain       
certificates or other documents or satisfaction of other conditions,  
the form and terms of such certificates, documents or conditions;     

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

     (18) any other events of default or covenants with respect to the
Securities of such series;                                            

 (19) whether the Securities are convertible into Common Stock
pursuant to Article Thirteen and the initial conversion price;        

    (20) the terms and conditions of conversion into Common Stock of
the Securities of any series which are convertible into Common Stock, 
if different from those set forth in Article Thirteen; and            

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

All Securities of any one series and Coupons, if any,       
appertaining thereto, shall be substantially identical, except in the case      
of Registered Securities as to denomination and except as may otherwise be      
provided by or pursuant to the Board Resolution or Officer's Certificate        
referred to above or as set forth in any such indenture supplemental            
hereto.  All Securities of any one series need not be issued at the same        
time and may be issued from time to time, consistent with the terms of this     
Indenture, if so provided by or pursuant to such Board Resolution, such         
Officer's Certificate or in any such indenture supplemental hereto.             

SECTION 2.4  Authentication and Delivery of Securities.  The
Issuer may deliver Securities of any series having attached thereto             
appropriate Coupons, if any, executed by the Issuer to the Trustee for          
authentication together with the applicable documents referred to below in      
this Section, and the Trustee shall thereupon authenticate and deliver such     
Securities to or upon the order of the Issuer (contained in the Issuer          
Order referred to below in this Section) or pursuant to such procedures         
acceptable to the Trustee and to such recipients as may be specified from       
time to time by an Issuer Order.  The maturity date, Original Issue Date,       
interest rate and any other terms of the Securities of such series and          
Coupons, if any, appertaining thereto shall be determined by or pursuant to     
such Issuer Order and procedures.  If provided for in such procedures, such     
Issuer Order may authorize authentication and delivery pursuant to oral         
instructions from the Issuer or its duly authorized agent, which                
instructions shall be promptly confirmed in writing.  In authenticating         
such Securities and accepting the additional responsibilities under this        
Indenture in relation to such Securities, the Trustee shall be entitled to      
receive (in the case of subparagraphs 2, 3 and 4 below, only at or before       
the time of the first request of the Issuer to the Trustee to authenticate      
Securities of such series) and (subject to Section 6.1) shall be fully          
protected in relying upon, unless and until such documents have been            
superseded or revoked:                                                          

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   (1)  an Issuer Order requesting such authentication and setting
forth delivery instructions if the Securities and Coupons, if any, are
not to be delivered to the Issuer, provided that, with respect to     
Securities of a series subject to a Periodic Offering, (a) such Issuer
Order may be delivered by the Issuer to the Trustee 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 an Issuer Order or pursuant  
to procedures acceptable to the Trustee as may be specified from time 
to time by an Issuer Order, (c) the maturity date or dates, Original  
Issue Date or dates, interest rate or rates and any other terms of    
Securities of such series shall be determined by an Issuer Order or   
pursuant to such procedures and (d) if provided for in such           
procedures, such Issuer Order may authorize authentication and        
delivery pursuant to oral or electronic instructions from the Issuer  
or its duly authorized agent or agents, which oral instructions shall 
be promptly confirmed in writing;                                     

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

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

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

        (a)  the forms of the Securities and Coupons, if any, have
been duly authorized and established in conformity with the 
provisions of this Indenture;                               

        (b)  in the case of an underwritten offering, the terms of
    the Securities have been duly authorized and established in con-
   formity with the provisions of this Indenture, and, in the case
     of a Periodic Offering, certain terms of the Securities have been
established pursuant to a Board Resolution, an Officer's    
   Certificate or a supplemental indenture in accordance with this
 Indenture, and when such other terms as are to be established
  pursuant to procedures set forth in an Issuer Order shall have
   been established, all such terms will have been duly authorized
   by the Issuer and will have been established in conformity with
the provisions of this Indenture;                           

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     (c)  when the Securities and Coupons, if any, have been
executed by the Issuer and authenticated by the Trustee in  
     accordance with the provisions of this Indenture and delivered to
    and duly paid for by the purchasers thereof, they will have been
  duly issued under this Indenture and will be valid and legally
     binding obligations of the Issuer, enforceable in accordance with
   their respective terms, and will be entitled to the benefits of
this Indenture; and                                         

       (d)  the execution and delivery by the Issuer of, and the
performance by the Issuer of its obligations under, the     
     Securities and Coupons, if any, will not contravene any provision
    of applicable law or the certificate of incorporation or by-laws
   of the Issuer or any agreement or other instrument binding upon
     the Issuer that is material to the Issuer or, to the best of such
counsel's knowledge, any judgment, order or decree of any   
   governmental body, agency or court having jurisdiction over the
Issuer, and no consent, approval or authorization of any    
  governmental body or agency is required for the performance by
   the Issuer of its obligations under the Securities and Coupons,
   if any, except such as are specified and have been obtained and
     such as may be required by the securities or blue sky laws of the
various states in connection with the offer and sale of the 
Securities and Coupons, if any.                             

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     In rendering such opinions, such counsel may qualify any opinions
as to enforceability by stating that such enforceability may be limited by      
bankruptcy, insolvency, reorganization, liquidation, moratorium and other       
similar laws affecting the rights and remedies of creditors and is subject      
to general principles of equity (regardless of whether such enforceability      
is considered in a proceeding in equity or at law).  Such counsel may rely,     
as to all matters governed by the laws of jurisdictions other than the          
State of New York and the federal law of the United States, upon opinions       
of other counsel (copies of which shall be delivered to the Trustee), who       
shall be counsel reasonably satisfactory to the Trustee, in which case the      
opinion shall state that such counsel believes he and the Trustee are           
entitled so to rely.  Such counsel may also state that, insofar as such         
opinion involves factual matters, he has relied, to the extent he deems         
proper, upon certificates of officers of the Issuer and its Subsidiaries        
and certificates of public officials.                                           

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

  If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more              
Registered Global Securities, then the Issuer shall execute and the Trustee     
shall, in accordance with this Section and the Issuer Order with respect to     
such series, authenticate and deliver one or more Registered Global             
Securities that (i) shall represent and shall be denominated in an amount       
equal to the aggregate principal amount of all of the Securities of such        
series issued and not yet cancelled, (ii) shall be registered in the name       
of the Depositary for such Registered Global Security or Securities or the      
nominee of such Depositary, (iii) shall be delivered by the Trustee to such     
Depositary or pursuant to such Depositary's instructions and (iv) shall         
bear a legend substantially to the following effect:  "Unless and until it      
is exchanged in whole or in part for Securities in definitive registered        
form, this Security may not be transferred except as a whole by the             
Depositary to the nominee of the Depositary or by a nominee of the              
Depositary to the Depositary or another nominee of the Depositary or by the     
Depositary or any such nominee to a successor Depositary or a nominee of        
such successor Depositary."                                                     

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

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 SECTION 2.5  Execution of Securities.  The Securities and, if
applicable, each Coupon appertaining thereto shall be signed on behalf of       
the Issuer by the chairman of its Board of Directors or its president or        
its treasurer, under its corporate seal (except in the case of Coupons)         
which may, but need not, be attested.  Such signatures may be the manual or     
facsimile signatures of the present or any future such officers.  The seal      
of the Issuer may be in the form of a facsimile thereof and may be              
impressed, affixed, imprinted or otherwise reproduced on the Securities.        
Typographical and other minor errors or defects in any such reproduction of     
the seal or any such signature shall not affect the validity or                 
enforceability of any Security that has been duly authenticated and             
delivered by the Trustee.                                                       

  In case any officer of the Issuer who shall have signed any of
the Securities or Coupons, if any, shall cease to be such officer before        
the Security or Coupon so signed (or the Security to which the Coupon so        
signed appertains) shall be authenticated and delivered by the Trustee or       
disposed of by the Issuer, such Security or Coupon nevertheless may be          
authenticated and delivered or disposed of as though the person who signed      
such Security or Coupon had not ceased to be such officer of the Issuer;        
and any Security or Coupon may be signed on behalf of the Issuer by such        
persons as, at the actual date of the execution of such Security or Coupon,     
shall be the proper officers of the Issuer, although at the date of the         
execution and delivery of this Indenture any such person was not such an        
officer.                                                                        

     SECTION 2.6  Certificate of Authentication.  Only such Securities
as shall bear thereon a certificate of authentication substantially in the      
form hereinbefore recited, executed by the Trustee by the manual signature      
of one of its authorized officers, shall be entitled to the benefits of         
this Indenture or be valid or obligatory for any purpose.  No Coupon shall      
be entitled to the benefits of this Indenture or shall be valid and             
obligatory for any purpose until the certificate of authentication on the       
Security to which such Coupon appertains shall have been duly executed by       
the Trustee.  The execution of such certificate by the Trustee upon any         
Security executed by the Issuer shall be conclusive evidence that the           
Security so authenticated has been duly authenticated and delivered             
hereunder and that the Holder is entitled to the benefits of this               
Indenture.                                                                      

 SECTION 2.7  Denomination and Date of Securities; Payments of
Interest.  The Securities of each series shall be issuable as Registered        
Securities or Unregistered Securities in denominations established as           
contemplated by Section 2.3 or, with respect to the Registered Securities       
of any series, if not so established, in denominations of $1,000 and any        
integral multiple thereof.  If denominations of Unregistered Securities of      
any series are not so established, such Securities shall be issuable in         
denominations of $1,000 and $5,000.  The Securities of each series shall be     
numbered, lettered or otherwise distinguished in such manner or in              
accordance with such plan as the officers of the Issuer executing the same      

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may determine with the approval of the Trustee, as evidenced by the             
execution and authentication thereof.                                           

Each Registered Security shall be dated the date of its     
authentication.  Each Unregistered Security shall be dated as provided in       
or pursuant to the Board Resolution or Officer's Certificate or in the          
indenture supplemental hereto referred to in Section 2.3. The Securities of     
each series shall bear interest, if any, from the date, and such interest       
shall be payable on the dates, established as contemplated by Section 2.3.      

     The person in whose name any Registered Security of any series is
registered at the close of business on any Record Date applicable to a          
particular series with respect to any interest payment date for such series     
shall be entitled to receive the interest, if any, payable on such interest     
payment date notwithstanding any transfer, exchange or conversion of such       
Registered Security subsequent to the Record Date and prior to such             
interest payment date, except if and to the extent the Issuer shall default     
in the payment of the interest due on such interest payment date for such       
series, in which case such defaulted interest shall be paid to the persons      
in whose names Outstanding Registered Securities for such series are            
registered at the close of business on a subsequent Record Date (which          
shall be not less than five Business Days prior to the date of payment of       
such defaulted interest) established by notice given by mail by or on           
behalf of the Issuer to the Holders of Registered Securities not less than      
15 days preceding such subsequent Record Date.  The term "Record Date" as       
used with respect to any interest payment date (except a date for payment       
of defaulted interest) for the Securities of any series shall mean the date     
specified as such in the terms of the Registered Securities of such series      
established as contemplated by Section 2.3, or, if no such date is so           
established, if such interest payment date is the first day of a calendar       
month, the 15th day of the next preceding calendar month or, if such            
interest payment date is the 15th day of a calendar month, the first day of     
such calendar month, whether or not such Record Date is a Business Day.         

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

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

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Issue Date in authorized denominations for a like aggregate principal           
amount.                                                                         

Unregistered Securities (except for any temporary global    
Unregistered Securities) and Coupons (except for Coupons attached to any        
temporary global Unregistered Securities) shall be transferable by              
delivery.                                                                       

     At the option of the Holder thereof, Registered Securities of any
series (other than a Registered Global Security, except as set forth below)     
may be exchanged for a Registered Security or Registered Securities of such     
series having authorized denominations and an equal aggregate principal         
amount, upon surrender of such Registered Securities to be exchanged at the     
agency of the Issuer that shall be maintained for such purpose in               
accordance with Section 3.2 and upon payment, if the Issuer shall so            
require, of the charges hereinafter provided.  If the Securities of any         
series are issued in both registered and unregistered form, except as           
otherwise specified pursuant to Section 2.3, at the option of the Holder        
thereof, Unregistered Securities of any series may be exchanged for             
Registered Securities of such series having authorized denominations and an     
equal aggregate principal amount, upon surrender of such Unregistered           
Securities to be exchanged at the agency of the Issuer that shall be main-      
tained for such purpose in accordance with Section 3.2, with, in the case       
of Unregistered Securities that have Coupons attached, all unmatured            
Coupons and all matured Coupons in default thereto appertaining, and upon       
payment, if the Issuer shall so require, of the charges hereinafter             
provided.  At the option of the Holder thereof, if Unregistered Securities      
of any series, maturity date, interest rate and Original Issue Date are         
issued in more than one authorized denomination, except as otherwise            
specified pursuant to Section 2.3, such Unregistered Securities may be          
exchanged for Unregistered Securities of such series having the same            
maturity date, interest rate and Original Issue Date having authorized          
denominations and an equal aggregate principal amount, upon surrender of        
such Unregistered Securities to be exchanged at the agency of the Issuer        
that shall be maintained for such purpose in accordance with Section 3.2 or     
as specified pursuant to Section 2.3, with, in the case of Unregistered         
Securities that have Coupons attached, all unmatured Coupons and all            
matured Coupons in default thereto appertaining, and upon payment, if the       
Issuer shall so require, of the charges hereinafter provided.  Unless           
otherwise specified pursuant to Section 2.3, Registered Securities of any       
series may not be exchanged for Unregistered Securities of such series.         
Whenever any Securities are so surrendered for exchange, the Issuer shall       
execute, and the Trustee shall authenticate and deliver, the Securities         
which the Holder making the exchange is entitled to receive.  All               
Securities and Coupons surrendered upon any exchange or transfer provided       
for in this Indenture shall be promptly cancelled and disposed of by the        
Trustee and the Trustee will deliver a certificate of disposition thereof       
to the Issuer.                                                                  

     All Registered Securities presented for registration of transfer,
exchange, redemption, conversion or payment shall (if so required by the        

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Issuer or the Trustee) be duly endorsed by, or be accompanied by a written      
instrument or instruments of transfer in form satisfactory to the Issuer        
and the Trustee duly executed by the Holder or his attorney duly authorized     
in writing.                                                                     

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

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

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

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

   The Issuer may at any time and in its sole discretion determine
that the Registered Securities of any series issued in the form of one or       
more Registered Global Securities shall no longer be represented by a           
Registered Global Security or Securities.  In such event, the Issuer will       
execute, and the Trustee, upon receipt of an Officer's Certificate for the      

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authentication and delivery of definitive Securities of such series, will       
authenticate and deliver, Securities of such series in definitive               
registered form without Coupons, in any authorized denominations, in an         
aggregate principal amount equal to the principal amount of the Registered      
Global Security or Securities representing such Registered Securities, in       
exchange for such Registered Global Security or Securities.                     

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

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

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

    Upon the exchange of a Registered Global Security for Securities
in definitive registered form without coupons, in authorized denominations,     
such Registered Global Security shall be cancelled by the Trustee or an         
agent of the Issuer or the Trustee.  Securities in definitive registered        
form without Coupons issued in exchange for a Registered Global Security        
pursuant to this Section 2.8 shall be registered in such names and in such      
authorized denominations as the Depositary for such Registered Global           
Security, pursuant to instructions from its direct or indirect participants     
or otherwise, shall instruct the Trustee or an agent of the Issuer or the       
Trustee.  The Trustee or such agent shall deliver such Securities to, or as     
directed by, the Persons in whose names such Securities are so registered.      

     All Securities issued upon any transfer or exchange of Securities
shall be valid obligations of the Issuer, evidencing the same debt, and         
entitled to the same benefits under this Indenture, as the Securities           
surrendered upon such transfer or exchange.                                     

    Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of     
the Issuer or the Trustee (any of which, other than the Issuer, shall rely      
on an Officer's Certificate and an Opinion of Counsel) shall be required to     
exchange any Unregistered Security for a Registered Security if such            
exchange would result in adverse United States federal income tax               
consequences to the Issuer (such as, for example, the inability of the          

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Issuer to deduct from its income, as computed for United States federal         
income tax purposes, the interest payable on the Unregistered Securities)       
under then applicable United States federal income tax laws.                    

SECTION 2.9  Mutilated, Defaced, Destroyed, Lost and Stolen 
Securities.  In case any temporary or definitive Security or any Coupon         
appertaining to any Security shall become mutilated, defaced or be              
destroyed, lost or stolen, the Issuer in its discretion may execute and,        
upon the written request of any officer of the Issuer, the Trustee shall        
authenticate and deliver a new Security of the same series, maturity date,      
interest rate and Original Issue Date, bearing a number or other                
distinguishing symbol not contemporaneously outstanding, in exchange and        
substitution for the mutilated or defaced Security or in lieu of and in         
substitution for the Security so destroyed, lost or stolen, with Coupons        
corresponding to the Coupons appertaining to the Securities so mutilated,       
defaced, destroyed, lost or stolen, or in exchange or substitution for the      
Security to which such mutilated, defaced, destroyed, lost or stolen Coupon     
appertained, with Coupons appertaining thereto corresponding to the Coupons     
so mutilated, defaced, destroyed, lost or stolen.  In every case the            
applicant for a substitute Security or Coupon shall furnish to the Issuer       
and to the Trustee and any agent of the Issuer or the Trustee such security     
or indemnity as may be required by them to indemnify and defend and to save     
each of them harmless and, in every case of destruction, loss or theft,         
evidence to their satisfaction of the destruction, loss or theft of such        
Security or Coupon and of the ownership thereof and in the case of              
mutilation or defacement shall surrender the Security and related Coupons       
to the Trustee or such agent.                                                   

Upon the issuance of any substitute Security or Coupon, the 
Issuer may require the payment of a sum sufficient to cover any tax or          
other governmental charge that may be imposed in relation thereto and any       
other expenses (including the fees and expenses of the Trustee or its           
agent) connected therewith.  In case any Security or Coupon which has           
matured or is about to mature or has been called for redemption in full         
shall become mutilated or defaced or be destroyed, lost or stolen, the          
Issuer may, instead of issuing a substitute Security, pay or authorize the      
payment of the same or the relevant Coupon (without surrender thereof           
except in the case of a mutilated or defaced Security or Coupon), if the        
applicant for such payment shall furnish to the Issuer and to the Trustee       
and any agent of the Issuer or the Trustee such security or indemnity as        
any of them may require to save each of them harmless, and, in every case       
of destruction, loss or theft, the applicant shall also furnish to the          
Issuer and the Trustee and any agent of the Issuer or the Trustee evidence      
to their satisfaction of the destruction, loss or theft of such Security or     
Coupon and of the ownership thereof.                                            

     Every substitute Security or Coupon of any series issued pursuant
to the provisions of this Section by virtue of the fact that any such           
Security or Coupon is destroyed, lost or stolen shall constitute an             
additional contractual obligation of the Issuer, whether or not the             
destroyed, lost or stolen Security or Coupon shall be at any time               

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enforceable by anyone and shall be entitled to all the benefits of (but         
shall be subject to all the limitations of rights set forth in) this            
Indenture equally and proportionately with any and all other Securities or      
Coupons of such series duly authenticated and delivered hereunder.  All         
Securities and Coupons shall be held and owned upon the express condition       
that, to the extent permitted by law, the foregoing provisions are              
exclusive with respect to the replacement or payment of mutilated, defaced      
or destroyed, lost or stolen Securities and Coupons and shall preclude any      
and all other rights or remedies notwithstanding any law or statute             
existing or hereafter enacted to the contrary with respect to the               
replacement or payment of negotiable instruments or other securities            
without their surrender.                                                        

  SECTION 2.10  Cancellation of Securities; Disposition Thereof.
All Securities and Coupons surrendered for payment, redemption,                 
registration of transfer, conversion or exchange, or for credit against any     
payment in respect of a sinking or analogous fund, if surrendered to the        
Issuer or any agent of the Issuer or the Trustee or any agent of the            
Trustee, shall be delivered to the Trustee or its agent for cancellation        
or, if surrendered to the Trustee, shall be cancelled by it; and no             
Securities or Coupons shall be issued in lieu thereof except as expressly       
permitted by any of the provisions of this Indenture.  The Trustee or its       
agent shall dispose of cancelled Securities and Coupons held by it and          
deliver a certificate of disposition to the Issuer.  If the Issuer or its       
agent shall acquire any of the Securities or Coupons, such acquisition          
shall not operate as a redemption or satisfaction of the indebtedness           
represented by such Securities or Coupons unless and until the same are         
delivered to the Trustee or its agent for cancellation.                         

   SECTION 2.11  Temporary Securities.  Pending the preparation of
definitive Securities for any series, the Issuer may execute and the            
Trustee shall authenticate and deliver temporary Securities for such series     
(printed, lithographed, typewritten or otherwise reproduced, in each case       
in form satisfactory to the Trustee).  Temporary Securities of any series       
shall be issuable as Registered Securities without coupons, or as               
Unregistered Securities with or without Coupons attached thereto, of any        
authorized denomination, and substantially in the form of the definitive        
Securities of such series but with such omissions, insertions and               
variations as may be appropriate for temporary Securities, all as may be        
determined by the Issuer with the concurrence of the Trustee as evidenced       
by the execution and authentication thereof.  Temporary Securities may          
contain such references to any provisions of this Indenture as may be           
appropriate.  Every temporary Security shall be executed by the Issuer and      
be authenticated by the Trustee upon the same conditions and in                 
substantially the same manner, and with like effect, as the definitive          
Securities.  Without unreasonable delay, the Issuer shall execute and shall     
furnish definitive Securities of such series and thereupon temporary            
Registered Securities of such series may be surrendered in exchange             
therefor without charge at each office or agency to be maintained by the        
Issuer for that purpose pursuant to Section 3.2 and, in the case of             
Unregistered Securities, at any agency maintained by the Issuer for such        

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purpose as specified pursuant to Section 2.3, and the Trustee shall             
authenticate and deliver, in exchange for such temporary Securities of such     
series, an equal aggregate principal amount of definitive Securities of the     
same series having authorized denominations and, in the case of                 
Unregistered Securities, having attached thereto any appropriate Coupons.       
Until so exchanged, the temporary Securities of any series shall be             
entitled to the same benefits under this Indenture as definitive Securities     
of such series, unless otherwise established pursuant to Section 2.3. The       
provisions of this Section are subject to any restrictions or limitations       
on the issue and delivery of temporary Unregistered Securities of any           
series that may be established pursuant to Section 2.3 (including any           
provision that Unregistered Securities of such series initially be issued       
in the form of a single global Unregistered Security to be delivered to a       
depositary or agency located outside the United States and the procedures       
pursuant to which definitive or global Unregistered Securities of such          
series would be issued in exchange for such temporary global Unregistered       
Security).                                                                      

ARTICLE THREE     

COVENANTS OF THE ISSUER     

SECTION 3.1  Payment of Principal and Interest.  The Issuer 
covenants and agrees for the benefit of each series of Securities that it       
will duly and punctually pay or cause to be paid the principal of, and          
interest on, each of the Securities of such series (together with any           
additional amounts payable pursuant to the terms of such Securities) at the     
place or places, at the respective times and in the manner provided in such     
Securities and in the Coupons, if any, appertaining thereto and in this         
Indenture.  The principal of and interest on Securities with Coupons            
attached (together with any additional amounts payable pursuant to the          
terms of such Securities) shall be payable only upon presentation and           
surrender of such Securities on the maturity date (in the case of               
principal) and the several Coupons for such interest installments as are        
evidenced thereby as they severally mature (in the case of interest).  If       
any temporary Unregistered Security provides that interest thereon may be       
paid while such Security is in temporary form, the interest on any such         
temporary Unregistered Security (together with any additional amounts           
payable pursuant to the terms of such Security) shall be paid, as to the        
installments of interest evidenced by Coupons attached thereto, if any,         
only upon presentation and surrender thereof, and, as to the other              
installments of interest, if any, only upon presentation of such Securities     
for notation thereon of the payment of such interest, in each case subject      
to any restrictions that may be established pursuant to Section 2.3.  The       
interest on Registered Securities (together with any additional amounts         
payable pursuant to the terms of such Securities) shall be payable only to      
or upon the written order of the Holders thereof and, at the option of the      
Issuer, may be paid by wire transfer or by mailing checks for such interest     
payable to or upon the written order of such Holders at their last              
addresses as they appear on the registry books of the Issuer.                   

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SECTION 3.2  Offices for Payments, Etc.  So long as any     
Registered Securities are authorized for issuance pursuant to this              
Indenture or are outstanding hereunder, the Issuer will maintain in the         
Borough of Manhattan, The City of New York, an office or agency where the       
Registered Securities of each series may be presented for payment, where        
the Securities of each series may be presented for exchange as is provided      
in this Indenture, where the Securities may be presented for conversion,        
and where the Registered Securities of each series may be presented for         
registration of transfer as provided in this Indenture.                         

 The Issuer will maintain one or more offices or agencies in a
city or cities located outside the United States (including any city in         
which such an agency is required to be maintained under the rules of any        
stock exchange on which the Securities of such series are listed) where the     
Unregistered Securities, if any, of each series and Coupons, if any,            
appertaining thereto may be presented for payment.  No payment on any           
Unregistered Security or Coupon will be made upon presentation of such          
Unregistered Security or Coupon at an agency of the Issuer within the           
United States nor will any payment be made by transfer to an account in, or     
by mail to an address in, the United States unless pursuant to applicable       
United States laws and regulations then in effect such payment can be made      
without adverse tax consequences to the Issuer.  Notwithstanding the            
foregoing, payments in Dollars of Unregistered Securities of any series and     
Coupons appertaining thereto which are payable in Dollars may be made at an     
agency of the Issuer maintained in the Borough of Manhattan, The City of        
New York if such payment in Dollars at each agency maintained by the Issuer     
outside the United States for payment on such Unregistered Securities is        
illegal or effectively precluded by exchange controls or other similar          
restrictions.                                                                   

     The Issuer will maintain in the Borough of Manhattan, The City of
New York, an office or agency where notices and demands to or upon the          
Issuer in respect of the Securities of any series, the Coupons appertaining     
thereto or this Indenture may be served.                                        

The Issuer will give to the Trustee written notice of the   
location of each such office or agency and of any change of location            
thereof.  In case the Issuer shall fail to maintain any agency required by      
this Section to be located in the Borough of Manhattan, The City of New         
York, or shall fail to give such notice of the location or of any change in     
the location of any of the above agencies, presentations and demands may be     
made and notices may be served at the Corporate Trust Office of the             
Trustee.                                                                        

     The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of a series and any Coupons            
appertaining thereto may be presented for payment, where the Securities of      
that series may be presented for exchange, where the Securities may be          
presented for conversion, as provided in this Indenture and where the           
Registered Securities of that series may be presented for registration of       
transfer as provided in this Indenture, and the Issuer may from time to         

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time rescind any such designation, as the Issuer may deem desirable or          
expedient; provided, however, that no such designation or rescission shall      
in any manner relieve the Issuer of its obligation to maintain the agencies     
provided for in this Section 3.2.  The Issuer will give to the Trustee          
prompt written notice of any such designation or rescission thereof.            

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

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

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

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

    (c)  that it will at any time during the continuance of any such
failure, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent.               

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

   If the Issuer shall act as its own paying agent with respect to
the Securities of any series, it will, on or before each due date of the        
principal of or interest on the Securities of such series, set aside,           
segregate and hold in trust for the benefit of the Holders of the               
Securities of such series or the Coupons appertaining thereto a sum suffi-      
cient to pay such principal or interest so becoming due.  The Issuer will       
promptly notify the Trustee of any failure to take such action.                 

 Anything in this Section to the contrary notwithstanding, but
subject to Section 10.1, the Issuer may at any time, for the purpose of         
obtaining a satisfaction and discharge with respect to one or more or all       

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series of Securities hereunder, or for any other reason, pay or cause to be     
paid to the Trustee all sums held in trust for any such series by the           
Issuer or any paying agent hereunder, as required by this Section, such         
sums to be held by the Trustee upon the trusts herein contained.                

 Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to       
the provisions of Sections 10.3 and 10.4.                                       

SECTION 3.5  Written Statement to Trustee.  The Issuer will 
deliver to the Trustee on or before April 1st, in each year (beginning with     
1996) an Officer's Certificate (which need not comply with Section 11.5) as     
to whether or not to the best knowledge of the signer thereof the Issuer is     
in default in the performance and observance of the terms, provisions,          
covenants and conditions of this Indenture (without regard to any period of     
grace or requirements of notice provided hereunder) and if the Issuer shall     
be in default, specifying all such defaults and the nature and status           
thereof of which the signer may have knowledge.  The signatory to such          
Officer's Certificate shall be the principal executive officer, principal       
financial officer or principal accounting officer of the Issuer.                

SECTION 3.6  Negative Pledge.  Neither the Issuer nor any   
successor corporation will, or will permit any Subsidiary (as hereinafter       
defined) to, create, assume, incur, guarantee or suffer to exist any            
indebtedness for borrowed money secured by a pledge, lien or other              
encumbrance (except for Permitted Liens, as hereinafter defined) on the         
Voting Securities of Alex. Brown & Sons Incorporated, a Maryland                
corporation and a wholly owned Subsidiary of the Issuer, unless the Issuer      
shall cause the Securities to be secured equally and ratably with (or, at       
the Issuer's option, prior to) any indebtedness secured thereby.                
"Subsidiary" means any corporation, partnership or other entity of which at     
the time of determination the Issuer owns or controls directly or               
indirectly more than 50% of the Voting Securities thereof or equivalent         
interest therein.  "Permitted Liens" means involuntary liens for taxes or       
assessments or governmental charges or levies that are not then due and         
delinquent or the validity of which is being contested in good faith or         
which are less than $1,000,000 in amount, liens created by or resulting         
from any litigation or legal proceeding which is currently being contested      
in good faith by appropriate proceedings or which involve claims of less        
than $1,000,000 and such other liens which involve claims or secure             
indebtedness which in the aggregate are less than $1,000,000 in amount.         

SECTION 3.7  Luxembourg Publications.  In the event of the  
publication of any notice pursuant to Section 5.11, 6.10(a), 6.11, 8.2,         
10.4, 12.2, 12.5, 13.5 or 13.6 or Section 310 (b) of the Trust Indenture        
Act of 1939, the party making such publication in the Borough of Manhattan,     
The City of New York and London shall also, to the extent that notice is        
required to be given to Holders of Securities of any series by applicable       
Luxembourg law or stock exchange regulation, as evidenced by an Officer's       
Certificate delivered to such party, make a similar publication in              
Luxembourg.                                                                     

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ARTICLE FOUR    

SECURITYHOLDERS LISTS AND REPORTS BY THE    
ISSUER AND THE TRUSTEE    

  SECTION 4.1  Issuer to Furnish Trustee Information as to Names
and Addresses of Securityholders.  The Issuer and any other obligor on the      
Securities covenant and agree that they will furnish or cause to be             
furnished to the Trustee a list in such form as the Trustee may reasonably      
require of the names and addresses of the Holders of the Registered             
Securities of each series:                                                      

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

   (b)  at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request as of a
date not more than 15 days prior to the time such information is      
furnished,                                                            

provided that, if and so long as the Trustee shall be the Security              
registrar for such series and all of the Securities of any series are           
Registered Securities, such list shall not be required to be furnished.         

SECTION 4.2  Preservation and Disclosure of Securityholders 
Lists.  (a)  The Trustee shall preserve, in as current a form as is             
reasonably practicable, all information as to the names and addresses of        
the Holders of each series of Registered Securities (i) contained in the        
most recent list furnished to it as provided in Section 4.1, (ii) received      
by it in the capacity of Security registrar for such series, if so acting,      
and (iii) filed with it within two preceding years pursuant to subsection       
4.4(c)(ii).  The Trustee may destroy any list furnished to it as provided       
in Section 4.1 upon receipt of a new list so furnished.                         

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

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

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

If the Trustee shall elect not to afford to such applicants 
access to such information, the Trustee shall, upon the written request of      
such applicants, mail to each Securityholder of such series or all Holders      
of Registered Securities, as the case may be, whose name and address            
appears in the information preserved at the time by the Trustee in              
accordance with the provisions of subsection (a) of this Section 4.2 a copy     
of the form of proxy or other communication which is specified in such          
request, with reasonable promptness after a tender to the Trustee of the        
material to be mailed and of payment, or provision for the payment, of the      
reasonable expenses of mailing, unless within five days after such tender,      
the Trustee shall mail to such applicants and file with the Commission          
together with a copy of the material to be mailed, a written statement to       
the effect that, in the opinion of the Trustee, such mailing would be           
contrary to the best interests of the Holders of Registered Securities of       
such series or of all Registered Securities, as the case may be, or would       
be in violation of applicable law.  Such written statement shall specify        
the basis of such opinion.  If the Commission, after opportunity for a          
hearing upon the objections specified in the written statement so filed,        
shall enter an order refusing to sustain any of such objections or if,          
after the entry of an order sustaining one or more of such objections, the      
Commission shall find, after notice and opportunity for hearing, that all       
the objections so sustained have been met, and shall enter an order so          
declaring, the Trustee shall mail copies of such material to all such           
Securityholders with reasonable promptness after the entry of such order        
and the renewal of such tender; otherwise the Trustee shall be relieved of      
any obligation or duty to such applicants respecting their application.         

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

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SECTION 4.3  Reports by Issuer.  The Issuer covenants:      

     (a)  to file with the Trustee, within 15 days after the Issuer is
required to file the same with the Commission, copies of the annual   
reports and of the information, documents, and other reports (or      
copies of such portions of any of the foregoing as the Commission may 
from time to time by rules and regulations prescribe) which the Issuer
may be required to file with the Commission pursuant to Section 13 or 
Section 15(d) of the Exchange Act; or if the Issuer is not required to
file information, documents, or reports pursuant to either of such    
Sections, then to file with the Trustee, in accordance with rules and 
regulations prescribed from time to time by the Commission, such of   
the supplementary and periodic information, documents, and reports    
which may be required pursuant to Section 13 of the Exchange Act, in  
respect of a debt security listed and registered on a national        
securities exchange as may be prescribed from time to time in such    
rules and regulations;                                                

    (b)  to file with the Trustee and the Commission, as required by
the rules and regulations prescribed from time to time by the         
Commission, such additional information, documents, and reports with  
respect to compliance by the Issuer with the conditions and covenants 
provided for in this Indenture as may be required from time to time by
such rules and regulations; and                                       

   (c)  to transmit by mail to the Holders of Securities within 30
days after the filing thereof with the Trustee, in the manner and to  
the extent provided in Section 4.4(c), such summaries of any          
information, documents and reports required to be filed by the Issuer 
pursuant to subsections (a) and (b) of this Section as may be required
to be transmitted to such Holders by rules and regulations prescribed 
from time to time by the Commission.                                  

SECTION 4.4  Reports by the Trustee.  (a)  The Trustee shall
transmit to the Securityholders such reports concerning the Trustee and its     
actions under this Indenture as may be required pursuant to the Trust           
Indenture Act of 1939 at the times provided pursuant thereto.                   

     (b)  Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted no later than May 15 in each       
calendar year, commencing in 1996 and shall be dated as of a date               
convenient to the Trustee no more than 60 days prior thereto.                   

 (c)  Reports pursuant to this Section shall be transmitted by
mail:                                                                           

  (i)  to all Holders of Registered Securities, as the names and
addresses of such Holders appear upon the registry books of the       
Issuer;                                                               

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(ii) to such other Holders of Securities as have, within two
years preceding such transmission, filed their names and addresses    
with the Trustee for that purpose; and                                

(iii)     except in the case of reports pursuant to Section 
313(b) of the Trust Indenture Act of 1939, to each Holder of a        
Security whose name and address are preserved at the time by the      
Trustee as provided in Section 4.2(a).                                

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

ARTICLE FIVE    

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS     
ON EVENT OF DEFAULT     

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

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

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

     (c)  failure on the part of the Issuer duly to observe or perform
any other of the covenants or agreements on the part of the Issuer in 
the Securities of such series (other than a covenant or warranty in   
respect of the Securities of such series a default in the performance 
or breach of which is elsewhere in this Section 5.1 specifically dealt
with) or in this Indenture contained for a period of 60 days after the
date on which written notice specifying such failure, stating that    
such notice is a "Notice of Default" hereunder and demanding that the 
Issuer remedy the same, shall have been given by registered or        

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certified mail, return receipt requested, to the Issuer by the        
Trustee, or to the Issuer and the Trustee by the Holders of at least  
25% in aggregate principal amount of the Outstanding Securities of all
series affected thereby; or                                           

  (d)  a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Issuer in an involuntary 
case under any applicable bankruptcy, insolvency or other similar law 
now or hereafter in effect, or appointing a receiver, liquidator,     
assignee, custodian, trustee, sequestrator (or similar official) of   
the Issuer or for any substantial part of its property or ordering the
winding up or liquidation of its affairs, and such decree or order    
shall remain unstayed and in effect for a period of 60 consecutive    
days; or                                                              

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

(f)  failure by the Issuer to make any payment at maturity, 
including any applicable grace period, in respect of indebtedness,    
which term as used herein means obligations (other than the Securities
of any series or non-recourse obligations) of, or guaranteed or       
assumed by, the Issuer for borrowed money or evidenced by bonds,      
debentures, notes or other similar instruments ("Indebtedness") in an 
amount in excess of $10,000,000 or the equivalent thereof in any other
currency or composite currency and such failure shall have continued  
for a period of 30 days after written notice thereof shall have been  
given by registered or certified mail, return receipt requested, to   
the Issuer by the Trustee, or to the Issuer and the Trustee by the    
Holders of not less than 25% in aggregate principal amount of the     
Outstanding Securities (treated as one class); or                     

  (g)  any other default with respect to any Indebtedness, which
default results in the acceleration of Indebtedness in an amount in   
excess of $10,000,000 or the equivalent thereof in any other currency 
or composite currency without such Indebtedness having been discharged
or such acceleration having been cured, waived, rescinded or annulled 
for a period of 30 days after written notice thereof shall have been  
given by registered or certified mail, return receipt requested, to   
the Issuer by the Trustee, or to the Issuer and the Trustee by the    
Holders of not less than 25% in aggregate principal amount of the     
Outstanding Securities (treated as one class); or                     

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(h)  any other Event of Default provided in the supplemental
indenture under which such series of Securities is issued or in the   
form of Security for such series;                                     

provided that, if any such failure, default or acceleration referred to in      
clauses (f) or (g) above shall cease or be cured, waived, rescinded or          
annulled, then the Event of Default hereunder by reason thereof shall be        
deemed likewise to have been thereupon cured.                                   

   If an Event of Default described in clause (a), (b), (c) or (h)
(if the Event of Default under clause (c) or (h), as the case may be, is        
with respect to less than all series of Securities then Outstanding) occurs     
and is continuing, then, and in each and every such case, except for any        
series of Securities the principal of which shall have already become due       
and payable, either the Trustee or the Holders of not less than 25% in          
aggregate principal amount of the Securities of each such affected series       
then Outstanding hereunder (voting as a single class) by notice in writing      
to the Issuer (and to the Trustee if given by Securityholders), may declare     
the entire principal (or, if the Securities of any such affected series are     
Original Issue Discount Securities, such portion of the principal amount as     
may be specified in the terms of such series) of all Securities of all such     
affected series, and the interest accrued thereon, if any, to be due and        
payable immediately, and upon any such declaration, the same shall become       
immediately due and payable.  If an Event of Default described in clause        
(c) or (h) (if the Event of Default under clause (c) or (h), as the case        
may be, is with respect to all series of Securities then Outstanding), (d),     
(e), (f) or (g) occurs and is continuing, then and in each and every such       
case, unless the principal of all the Securities shall have already become      
due and payable, either the Trustee or the Holders of not less than 25% in      
aggregate principal amount of all the Securities then Outstanding hereunder     
(treated as one class), by notice in writing to the Issuer (and to the          
Trustee if given by Securityholders), may declare the entire principal (or,     
if any Securities are Original Issue Discount Securities, such portion of       
the principal as may be specified in the terms thereof) of all the              
Securities then Outstanding, and interest accrued thereon, if any, to be        
due and payable immediately, and upon any such declaration the same shall       
become immediately due and payable.                                             

   The foregoing provisions, however, are subject to the condition
that if, at any time after the principal (or, if the Securities are             
Original Issue Discount Securities, such portion of the principal as may be     
specified in the terms thereof) of the Securities of any series (or of all      
the Securities, as the case may be) shall have been so declared due and         
payable, and before any judgment or decree for the payment of the moneys        
due shall have been obtained or entered as hereinafter provided, the Issuer     
shall pay or shall deposit with the Trustee a sum sufficient to pay all         
matured installments of interest upon all the Securities of each such           
series (or of all the Securities, as the case may be) and the principal of      
any and all Securities of each such series (or of all the Securities, as        
the case may be) which shall have become due otherwise than by acceleration     
(with interest upon such principal and, to the extent that payment of such      

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interest is enforceable under applicable law, on overdue installments of        
interest, at the same rate as the rate of interest or Yield to Maturity (in     
the case of Original Issue Discount Securities) specified in the Securities     
of such series (or at the respective rates of interest or Yields to             
Maturity of all the Securities, as the case may be) to the date of such         
payment or deposit) and such amount as shall be sufficient to cover             
reasonable compensation to the Trustee and each predecessor Trustee, its        
agents, attorneys and counsel, and all other expenses and liabilities           
incurred, and all advances made, by the Trustee and each predecessor Trus-      
tee except as a result of negligence or bad faith, and if any and all           
Events of Default under the Indenture, other than the non-payment of the        
principal of Securities which shall have become due by acceleration, shall      
have been cured, waived or otherwise remedied as provided herein   then and     
in every such case the Holders of a majority in aggregate principal amount      
of all the Securities of each such series or of all the Securities, in each     
case voting as a single class, then Outstanding, by written notice to the       
Issuer and to the Trustee, may waive all defaults with respect to each such     
series (or with respect to all the Securities, as the case may be) and          
rescind and annul such declaration and its consequences, but no such waiver     
or rescission and annulment shall extend to or shall affect any subsequent      
default or shall impair any right consequent thereon.                           

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

   SECTION 5.2  Collection of Indebtedness by Trustee; Trustee May
Prove Debt.  The Issuer covenants that (a) in case default shall be made in     
the payment of any installment of interest on any of the Securities of any      
series when such interest shall have become due and payable, and such           
default shall have continued for a period of 30 days or (b) in case default     
shall be made in the payment of all or any part of the principal of any of      
the Securities of any series when the same shall have become due and            
payable, whether upon maturity of the Securities of such series or upon any     
redemption or by declaration or otherwise   then upon demand of the             
Trustee, the Issuer will pay to the Trustee for the benefit of the Holders      
of the Securities of such series the whole amount that then shall have          
become due and payable on all Securities of such series, and such Coupons,      
for principal or interest, as the case may be (with interest to the date of     
such payment upon the overdue principal and, to the extent that payment of      
such interest is enforceable under applicable law, on overdue installments      
of interest at the same rate as the rate of interest or Yield to Maturity       
(in the case of Original Issue Discount Securities) specified in the            

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Securities of such series); and in addition thereto, such further amount as     
shall be sufficient to cover the costs and expenses of collection,              
including reasonable compensation to the Trustee and each predecessor           
Trustee, their respective agents, attorneys and counsel, and any expenses       
and liabilities incurred, and all advances made, by the Trustee and each        
predecessor Trustee except as a result of its negligence or bad faith.          

    Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered     
Holders, whether or not the Securities of such series be overdue.               

    In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express          
trust, shall be entitled and empowered to institute any action or               
proceedings at law or in equity for the collection of the sums so due and       
unpaid, and may prosecute any such action or proceedings to judgment or         
final decree, and may enforce any such judgment or final decree against the     
Issuer or other obligor upon the Securities and collect in the manner           
provided by law out of the property of the Issuer or other obligor upon the     
Securities, wherever situated the moneys adjudged or decreed to be payable.     

     In case there shall be pending proceedings relative to the Issuer
or any other obligor upon the Securities under Title 11 of the United           
States Code or any other applicable federal or state bankruptcy, insolvency     
or other similar law, or in case a receiver, assignee or trustee in             
bankruptcy or reorganization, liquidator, sequestrator or similar official      
shall have been appointed for or taken possession of the Issuer or its          
property or such other obligor, or in the case of any other comparable          
judicial proceedings relative to the Issuer or other obligor upon the           
Securities, or to the creditors or property of the Issuer or such other         
obligor, the Trustee, irrespective of whether the principal of the              
Securities shall then be due and payable as therein expressed or by             
declaration or otherwise and irrespective of whether the Trustee shall have     
made any demand pursuant to the provisions of this Section, shall be            
entitled and empowered, by intervention in such proceedings or otherwise:       

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

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     (b)  unless prohibited by applicable law and regulations, to vote
on behalf of the Holders of the Securities of any series in any       
election of a trustee or a standby trustee in arrangement, reor-      
ganization, liquidation or other bankruptcy or insolvency proceedings 
or person performing similar functions in comparable proceedings; and 

    (c)  to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute all amounts      
received with respect to the claims of the Securityholders and of the 
Trustee on their behalf; and any trustee, receiver, or liquidator,    
custodian or other similar official is hereby authorized by each of   
the Securityholders to make payments to the Trustee, and, in the event
that the Trustee shall consent to the making of payments directly to  
the Securityholders, to pay to the Trustee such amounts as shall be   
sufficient to cover reasonable compensation to the Trustee, each      
predecessor Trustee and their respective agents, attorneys and        
counsel, and all other expenses and liabilities incurred, and all     
advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith.                                    

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

All rights of action and of asserting claims under this     
Indenture, or under any of the Securities of any series or Coupons              
appertaining to such Securities, may be enforced by the Trustee without the     
possession of any of the Securities of such series or Coupons appertaining      
to such Securities or the production thereof on any trial or other              
proceedings relative thereto, and any such action or proceedings instituted     
by the Trustee shall be brought in its own name as trustee of an express        
trust, and any recovery of judgment, subject to the payment of the              
expenses, disbursements and compensation of the Trustee, each predecessor       
Trustee and their respective agents and attorneys, shall be for the ratable     
benefit of the Holders of the Securities or Coupons appertaining to such        
Securities in respect of which such action was taken.                           

In any proceedings brought by the Trustee (and also any     
proceedings involving the interpretation of any provision of this Indenture     
to which the Trustee shall be a party) the Trustee shall be held to             
represent all the Holders of the Securities or Coupons appertaining to such     
Securities with respect to which such action was taken, and it shall not be     
necessary to make any Holders of such Securities or Coupons appertaining to     
such Securities parties to any such proceedings.                                

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  SECTION 5.3  Application of Proceeds.  Any moneys collected by
the Trustee pursuant to this Article in respect of any series shall be          
applied in the following order at the date or dates fixed by the Trustee        
and, in case of the distribution of such moneys on account of principal or      
interest, upon presentation of the several Securities and Coupons               
appertaining to such Securities in respect of which monies have been            
collected and stamping (or otherwise noting) thereon the payment, or            
issuing Securities of such series in reduced principal amounts in exchange      
for the presented Securities of like series if only partially paid, or upon     
surrender thereof if fully paid:                                                

     FIRST:    To the payment of costs and expenses applicable to such
series in respect of which monies have been collected, including      
reasonable compensation to the Trustee and each predecessor Trustee   
and their respective agents and attorneys and of all expenses and     
liabilities incurred, and all advances made, by the Trustee and each  
predecessor Trustee except as a result of negligence or bad faith and 
all amounts owing to the Trustee under Section 6.6;                   

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

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

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

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    SECTION 5.4  Suits for Enforcement.  In case an Event of Default
has occurred, has not been waived and is continuing, the Trustee may in its     
discretion proceed to protect and enforce the rights vested in it by this       
Indenture by such appropriate judicial proceedings as the Trustee shall         
deem most effectual to protect and enforce any of such rights, either at        
law or in equity or in bankruptcy or otherwise, whether for the specific        
enforcement of any covenant or agreement contained in this Indenture or in      
aid of the exercise of any power granted in this Indenture or to enforce        
any other legal or equitable right vested in the Trustee by this Indenture      
or by law.                                                                      

     SECTION 5.5  Restoration of Rights on Abandonment of Proceedings.
In case the Trustee shall have proceeded to enforce any right under this        
Indenture and such proceedings shall have been discontinued or abandoned        
for any reason, or shall have been determined adversely to the Trustee,         
then, and in every such case, the Issuer and the Trustee shall be restored      
respectively to their former positions and rights hereunder, and all            
rights, remedies and powers of the Issuer, the Trustee and the                  
Securityholders shall continue as though no such proceedings had been           
taken.                                                                          

    SECTION 5.6  Limitations on Suits by Securityholders.  No Holder
of any Security of any series or of any Coupon appertaining thereto shall       
have any right by virtue or by availing of any provision of this Indenture      
to institute any action or proceeding at law or in equity or in bankruptcy      
or otherwise upon or under or with respect to this Indenture, or for the        
appointment of a trustee, receiver, liquidator, custodian or other similar      
official or for any other remedy hereunder, unless such Holder previously       
shall have given to the Trustee written notice of default and of the            
continuance thereof as hereinbefore provided, and unless also the Holders       
of not less than 25% in aggregate principal amount of the Securities of         
each affected series then Outstanding (treated as a single class) shall         
have made written request upon the Trustee to institute such action or          
proceedings in its own name as trustee hereunder and shall have offered to      
the Trustee such reasonable indemnity as it may require against the costs,      
expenses and liabilities to be incurred therein or thereby and the Trustee      
for 60 days after its receipt of such notice, request and offer of              
indemnity shall have failed to institute any such action or proceeding and      
no direction inconsistent with such written request shall have been given       
to the Trustee pursuant to Section 5.9; it being understood and intended,       
and being expressly covenanted by the Holder of every Security or Coupon        
with every other Holder and the Trustee, that no one or more Holders of         
Securities of any series or Coupons appertaining to such Securities shall       
have any right in any manner whatever by virtue or by availing of any           
provision of this Indenture to affect, disturb or prejudice the rights of       
any other such Holder of Securities or Coupons appertaining to such             
Securities, or to obtain or seek to obtain priority over or preference to       
any other such Holder or to enforce any right under this Indenture, except      
in the manner herein provided and for the equal, ratable and common benefit     
of all Holders of Securities of the applicable series and Coupons               
appertaining to such Securities.  For the protection and enforcement of the     

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provisions of this Section, each and every Holder of any Security or Coupon     
and the Trustee shall be entitled to such relief as can be given either at      
law or in equity.                                                               

    SECTION 5.7  Unconditional Right of Securityholders to Institute
Certain Suits.  Notwithstanding any other provision in this Indenture and       
any provision of any Security, the right of any Holder of any Security or       
Coupon to receive payment of the principal of and interest on such Security     
or Coupon on or after the respective due dates expressed or provided for in     
such Security or Coupon, or to institute suit for the enforcement of any        
such payment on or after such respective dates, shall not be impaired or        
affected without the consent of such Holder.                                    

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

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

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

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

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

     SECTION 5.10  Waiver of Past Defaults.  Prior to the acceleration
of the maturity of any Securities as provided in Section 5.1, the Holders       
of a majority in aggregate principal amount of the Securities of all series     
at the time Outstanding with respect to which an Event of Default shall         
have occurred and be continuing (voting as a single class) may, on behalf       
of the Holders of all such Securities, waive any past default or Event of       
Default described in Section 5.1 and its consequences, except a default in      
the payment of the principal of or interest on any Security of such series      
or in respect of a covenant or provision hereof which cannot be modified or     
amended without the consent of the Holder of each Security affected.  In        
the case of any such waiver, the Issuer, the Trustee and the Holders of all     
such Securities shall be restored to their former positions and rights          
hereunder, respectively; but no such waiver shall extend to any subsequent      
or other default or impair any right consequent thereon.                        

  Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of            
Default arising therefrom shall be deemed to have been cured, and not to        
have occurred for every purpose of this Indenture; but no such waiver shall     
extend to any subsequent or other default or Event of Default or impair any     
right consequent thereon.                                                       

     SECTION 5.11  Trustee to Give Notice of Default, But May Withhold
in Certain Circumstances.  The Trustee shall, within 90 days after the          
occurrence of a default with respect to the Securities of any series, give      
notice of all defaults with respect to that series known to the Trustee (i)     
if any Unregistered Securities of that series are then Outstanding, to the      
Holders thereof, by publication at least once in an Authorized Newspaper in     
the Borough of Manhattan, The City of New York and at least once in an          
Authorized Newspaper in London (and, if required by Section 3.7, at least       
once in an Authorized Newspaper in Luxembourg) and (ii) to all Holders of       
Securities of such series in the manner and to the extent provided in           
Section 4.4(c), unless in each case such defaults shall have been cured         
before the mailing or publication of such notice (the term "defaults" for       
the purpose of this Section being hereby defined to mean any event or           
condition which is, or with notice or lapse of time or both would become,       
an Event of Default); provided that, except in the case of default in the       
payment of the principal of or interest on any of the Securities of such        
series, or in the payment of any sinking fund installment on such series,       
the Trustee shall be protected in withholding such notice if and so long as     

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the board of directors, the executive committee, or a trust committee of        
directors or trustees and/or Responsible Officers of the Trustee in good        
faith determines that the withholding of such notice is in the interests of     
the Securityholders of such series.                                             

    SECTION 5.12  Right of Court to Require Filing of Undertaking to
Pay Costs.  All parties to this Indenture agree, and each Holder of any         
Security or Coupon by his acceptance thereof shall be deemed to have            
agreed, that any court may in its discretion require, in any suit for the       
enforcement of any right or remedy under this Indenture or in any suit          
against the Trustee for any action taken, suffered or omitted by it as          
Trustee, the filing by any party litigant in such suit of an undertaking to     
pay the costs of such suit, and that such court may in its discretion           
assess reasonable costs, including reasonable attorneys' fees, against any      
party litigant in such suit, having due regard to the merits and good faith     
of the claims or defenses made by such party litigant; but the provisions       
of this Section shall not apply to any suit instituted by the Trustee, to       
any suit instituted by any Securityholder or group of Securityholders of        
any series holding in the aggregate more than 10% in aggregate principal        
amount of the Securities of such series, or, in the case of any suit            
relating to or arising under clause (c) or (h) of Section 5.1 (if the suit      
relates to Securities of more than one but less than all series), 10% in        
aggregate principal amount of Securities then Outstanding and affected          
thereby, or in the case of any suit relating to or arising under clause (c)     
or (h) (if the suit under clause (c) or (h) relates to all the Securities       
then Outstanding), (d), (e), (f) or (g) of Section 5.1, 10% in aggregate        
principal amount of all Securities then Outstanding, or to any suit             
instituted by any Securityholder for the enforcement of the payment of the      
principal of or interest on any Security on or after the due date expressed     
in such Security or any date fixed for redemption.                              

ARTICLE SIX     

CONCERNING THE TRUSTEE    

   SECTION 6.1  Duties and Responsibilities of the Trustee; During
Default; Prior to Default.  With respect to the Holders of any series of        
Securities issued hereunder, the Trustee, prior to the occurrence of an         
Event of Default with respect to the Securities of a particular series and      
after the curing or waiving of all Events of Default which may have             
occurred with respect to such series, undertakes to perform such duties and     
only such duties as are specifically set forth in this Indenture.  In case      
an Event of Default with respect to the Securities of a series has occurred     
(which has not been cured or waived), the Trustee shall exercise with           
respect to such series of Securities such of the rights and powers vested       
in it by this Indenture, and shall use the same degree of care and skill in     
their exercise, as a prudent man would exercise or use under the                
circumstances in the conduct of his own affairs.                                

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    No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent          
failure to act or its own wilful misconduct, except that:                       

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

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

          (ii) in the absence of bad faith on the part of the Trustee,
    the Trustee may conclusively rely, as to the truth of the state-
     ments and the correctness of the opinions expressed therein, upon
     any statements, certificates or opinions furnished to the Trustee
    and conforming to the requirements of this Indenture; but in the
  case of any such statements, certificates or opinions which by
     any provision hereof are specifically required to be furnished to
 the Trustee, the Trustee shall be under a duty to examine the
     same to determine whether or not they conform to the requirements
of this Indenture;                                          

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

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

    None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal         
financial liability in the performance of any of its duties or in the           
exercise of any of its rights or powers, if there shall be reasonable           
ground for believing that the repayment of such funds or adequate indemnity     
against such liability is not reasonably assured to it.                         

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   SECTION 6.2  Certain Rights of the Trustee.  Subject to Section
6.1:                                                                            

 (a)  the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate or  
any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, debenture, note, coupon, security or   
other paper or document believed by it to be genuine and to have been 
signed or presented by the proper party or parties;                   

(b)  any request, direction, order or demand of the Issuer  
mentioned herein shall be sufficiently evidenced by an Officer's      
Certificate (unless other evidence in respect thereof be herein       
specifically prescribed); and any Board Resolution may be evidenced to
the Trustee by a copy thereof certified by the secretary or an        
assistant secretary of the Issuer;                                    

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

    (d)  the Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture at the request,   
order or direction of any of the Securityholders pursuant to the      
provisions of this Indenture, unless such Securityholders shall have  
offered to the Trustee reasonable security or indemnity against the   
costs, expenses and liabilities which might be incurred therein or    
thereby;                                                              

(e)  the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or    
within the discretion, rights or powers conferred upon it by this     
Indenture;                                                            

     (f)  prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default, the Trustee     
shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, appraisal, bond,   
debenture, note, coupon, security, or other paper or document unless  
requested in writing so to do by the Holders of not less than a       
majority in aggregate principal amount of the Securities of all series
affected then Outstanding; provided that, if the payment within a     
reasonable time to the Trustee of the costs, expenses or liabilities  
likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by  
the security afforded to it by the terms of this Indenture, the       
Trustee may require reasonable indemnity against such expenses or     
liabilities as a condition to proceeding; the reasonable expenses of  

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every such investigation shall be paid by the Issuer or, if paid by   
the Trustee or any predecessor Trustee, shall be repaid by the Issuer 
upon demand; and                                                      

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

     SECTION 6.3  Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof.  The recitals contained          
herein and in the Securities, except the Trustee's certificates of              
authentication, shall be taken as the statements of the Issuer, and the         
Trustee assumes no responsibility for the correctness of the same.  The         
Trustee makes no representation as to the validity or sufficiency of this       
Indenture or of the Securities or Coupons.  The Trustee shall not be            
accountable for the use or application by the Issuer of any of the              
Securities or of the proceeds thereof.                                          

   SECTION 6.4  Trustee and Agents May Hold Securities or Coupons;
Collections, Etc.  The Trustee or any agent of the Issuer or the Trustee,       
in its individual or any other capacity, may become the owner or pledgee of     
Securities or Coupons with the same rights it would have if it were not the     
Trustee or such agent and, subject to Sections 6.8 and 6.13, may otherwise      
deal with the Issuer and receive, collect, hold and retain collections from     
the Issuer with the same rights it would have if it were not the Trustee or     
such agent.                                                                     

   SECTION 6.5  Moneys Held by Trustee.  Subject to the provisions
of Section 10.4 hereof, all moneys received by the Trustee shall, until         
used or applied as provided herein, be held in trust for the purposes for       
which they were received, but need not be segregated from other funds           
except to the extent required by mandatory provisions of law.  Neither the      
Trustee nor any agent of the Issuer or the Trustee shall be under any           
liability for interest on any moneys received by it hereunder.                  

    SECTION 6.6  Compensation and Indemnification of Trustee and Its
Prior Claim.  The Issuer covenants and agrees to pay to the Trustee from        
time to time, and the Trustee shall be entitled to, reasonable compensation     
(which shall not be limited by any provision of law in regard to the            
compensation of a trustee of an express trust) and the Issuer covenants and     
agrees to pay or reimburse the Trustee and each predecessor Trustee upon        
its request for all reasonable expenses, disbursements and advances             
incurred or made by or on behalf of it in accordance with any of the            
provisions of this Indenture (including the reasonable compensation and the     
expenses and disbursements of its counsel and of all agents and other           
persons not regularly in its employ) except any such expense, disbursement      
or advance as may arise from its negligence or bad faith.  The Issuer also      
covenants to indemnify the Trustee and each predecessor Trustee for, and to     

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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 Indenture or the trusts hereunder      
and its duties hereunder, including the costs and expenses of defending         
itself against or investigating any claim of liability in the premises.         
The obligations of the Issuer under this Section to compensate and              
indemnify the Trustee and each predecessor Trustee and to pay or reimburse      
the Trustee and each predecessor Trustee for expenses, disbursements and        
advances shall constitute additional indebtedness hereunder and shall           
survive the satisfaction and discharge of this Indenture.  Such additional      
indebtedness shall be a senior claim to that of the Securities upon all         
property and funds held or collected by the Trustee as such, except funds       
held in trust for the benefit of the Holders of particular Securities or        
Coupons, and the Securities are hereby subordinated to such senior claim.       

   SECTION 6.7  Right of Trustee to Rely on Officer's Certificate,
Etc.  Subject to Sections 6.1 and 6.2, whenever in the administration of        
the trusts of this Indenture the Trustee shall deem it necessary or             
desirable that a matter be proved or established prior to taking or             
suffering or omitting any action hereunder, such matter (unless other           
evidence in respect thereof be herein specifically prescribed) may, in the      
absence of negligence or bad faith on the part of the Trustee, be deemed to     
be conclusively proved and established by an Officer's Certificate              
delivered to the Trustee, and such certificate, in the absence of               
negligence or bad faith on the part of the Trustee, shall be full warrant       
to the Trustee for any action taken, suffered or omitted by it under the        
provisions of this Indenture upon the faith thereof.                            

    SECTION 6.8  Conflicting Interests.  If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture        
Act of 1939, the Trustee shall either eliminate such interest or resign, to     
the extent and in the manner provided by, and subject to the provisions of,     
the Trust Indenture Act of 1939 and this Indenture.  To the extent              
permitted by such Act, the Trustee shall not be deemed to have a                
conflicting interest by virtue of being a trustee under this Indenture with     
respect to Securities of more than one series.                                  

  SECTION 6.9  Persons Eligible for Appointment as Trustee.  The
Trustee for each series of Securities hereunder shall at all times be a         
corporation organized and doing business under the laws of the United           
States of America or of any state or the District of Columbia having a          
combined capital and surplus of at least $100,000,000, and which is             
authorized under such laws to exercise corporate trust powers and is            
subject to supervision or examination by federal, state or District of          
Columbia authority and which is otherwise eligible to act as Trustee under      
Section 310(a) of the Trust Indenture Act of 1939.  If such corporation         
publishes reports of condition at least annually, pursuant to law or to the     
requirements of the aforesaid supervising or examining authority, then for      
the purposes of this Section, the combined capital and surplus of such          
corporation shall be deemed to be its combined capital and surplus as set       
forth in its most recent report of condition so published.  In case at any      

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time the Trustee shall cease to be eligible in accordance with the              
provisions of this Section, the Trustee shall resign immediately in the         
manner and with the effect specified in Section 6.10.                           

   SECTION 6.10  Resignation and Removal; Appointment of Successor
Trustee. (a)  The Trustee, or any trustee or trustees hereafter appointed,      
may at any time resign with respect to one or more or all series of             
Securities by giving written notice of resignation to the Issuer and (i) if     
any Unregistered Securities of a series affected are then Outstanding, by       
giving notice of such resignation to the Holders thereof, by publication at     
least once in an Authorized Newspaper in the Borough of Manhattan, The City     
of New York, and at least once in an Authorized Newspaper in London (and,       
if required by Section 3.7, at least once in an Authorized Newspaper in         
Luxembourg), (ii) if any Unregistered Securities of a series affected are       
then Outstanding, by mailing notice of such resignation to the Holders          
thereof who have filed their names and addresses with the Trustee pursuant      
to Section 4.4(c)(ii) at such addresses as were so furnished to the Trustee     
and (iii) by mailing notice of such resignation to the Holders of then          
Outstanding Registered Securities of each series affected at their              
addresses as they shall appear on the registry books.  Upon receiving such      
notice of resignation, the Issuer shall promptly appoint a successor            
trustee or trustees with respect to the applicable series by written            
instrument in duplicate, executed by authority of the Board of Directors,       
one copy of which instrument shall be delivered to the resigning Trustee        
and one copy to the successor trustee or trustees.  If no successor trustee     
shall have been so appointed with respect to any series and have accepted       
appointment within 30 days after the mailing of such notice of resignation,     
the resigning trustee may petition any court of competent jurisdiction for      
the appointment of a successor trustee, or any Securityholder who has been      
a bona fide Holder of a Security or Securities of the applicable series for     
at least six months may, subject to the provisions of Section 5.12, on          
behalf of himself and all others similarly situated, petition any such          
court for the appointment of a successor trustee.  Such court may               
thereupon, after such notice, if any, as it may deem proper and prescribe,      
appoint a successor trustee.                                                    

(b)  In case at any time any of the following shall occur:  

(i)  the Trustee shall fail to comply with the provisions of
Section 6.8 with respect to any series of Securities after written    
request therefor by the Issuer or by any Securityholder who has been a
bona fide Holder of a Security or Securities of such series for at    
least six months; or                                                  

  (ii) the Trustee shall cease to be eligible in accordance with
the provisions of Section 6.9 and shall fail to resign after written  
request therefor by the Issuer or by any Securityholder; or           

(iii)     the Trustee shall become incapable of acting with 
respect to any series of Securities, or shall be adjudged a bankrupt  
or insolvent, or a receiver or liquidator of the Trustee or of its    

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property shall be appointed, or any public officer shall take charge  
or control of the Trustee or of its property or affairs for the       
purpose of rehabilitation, conservation or liquidation;               

then, in any such case, the Issuer may remove the Trustee with respect to       
the applicable series of Securities and appoint a successor trustee for         
such series by written instrument, in duplicate, executed by order of the       
Board of Directors of the Issuer, one copy of which instrument shall be         
delivered to the Trustee so removed and one copy to the successor trustee,      
or, subject to the provisions of Section 5.12, any Securityholder who has       
been a bona fide Holder of a Security or Securities of such series for at       
least six months may, on behalf of himself and all others similarly             
situated, petition any court of competent jurisdiction for the removal of       
the Trustee and the appointment of a successor trustee with respect to such     
series.  Such court may thereupon, after such notice, if any, as it may         
deem proper and prescribe, remove the Trustee and appoint a successor           
trustee.                                                                        

   (c)  The Holders of a majority in aggregate principal amount of
the Securities of each series at the time Outstanding may at any time           
remove the Trustee with respect to Securities of such series and appoint a      
successor trustee with respect to the Securities of such series by              
delivering to the Trustee so removed, to the successor trustee so appointed     
and to the Issuer the evidence provided for in Section 7.1 of the action in     
that regard taken by the Securityholders.                                       

  (d)  Any resignation or removal of the Trustee with respect to
any series and any appointment of a successor trustee with respect to such      
series pursuant to any of the provisions of this Section 6.10 shall become      
effective upon acceptance of appointment by the successor trustee as            
provided in Section 6.11.                                                       

 SECTION 6.11  Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 6.10 shall execute       
and deliver to the Issuer and to its predecessor trustee an instrument          
accepting such appointment hereunder, and thereupon the resignation or          
removal of the predecessor trustee with respect to all or any applicable        
series shall become effective and such successor trustee, without any           
further act, deed or conveyance, shall become vested with all rights,           
powers, duties and obligations with respect to such series of its               
predecessor hereunder, with like effect as if originally named as trustee       
for such series hereunder; but, nevertheless, on the written request of the     
Issuer or of the successor trustee, upon payment of its charges then            
unpaid, the trustee ceasing to act shall, subject to Section 10.4, pay over     
to the successor trustee all moneys at the time held by it hereunder and        
shall execute and deliver an instrument transferring to such successor          
trustee all such rights, powers, duties and obligations.  Upon request of       
any such successor trustee, the Issuer shall execute any and all                
instruments in writing for more fully and certainly vesting in and              
confirming to such successor trustee all such rights and powers.  Any           
trustee ceasing to act shall, nevertheless, retain a prior claim upon all       

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property or funds held or collected by such trustee to secure any amounts       
then due it pursuant to the provisions of Section 6.6.                          

If a successor trustee is appointed with respect to the     
Securities of one or more (but not all) series, the Issuer, the predecessor     
Trustee and each successor trustee with respect to the Securities of any        
applicable series, shall execute and deliver an indenture supplemental          
hereto which shall contain such provisions as shall be deemed necessary or      
desirable to confirm that all the rights, powers, trusts and duties of the      
predecessor Trustee with respect to the Securities of any series as to          
which the predecessor Trustee is not retiring shall continue to be vested       
in the predecessor Trustee, and shall add to or change any of the               
provisions of this Indenture as shall be necessary to provide for or            
facilitate the administration of the trusts hereunder by more than one          
trustee, it being understood that nothing herein or in such supplemental        
indenture shall constitute such trustees co-trustees of the same trust and      
that each such trustee shall be trustee of a trust or trusts under separate     
indentures.                                                                     

 No successor trustee with respect to any series of Securities
shall accept appointment as provided in this Section 6.11 unless at the         
time of such acceptance such successor trustee shall be qualified under the     
provisions of Section 6.8 and Section 310(b) of the Trust Indenture Act of      
1939 and eligible under the provisions of Section 6.9.                          

Upon acceptance of appointment by any successor trustee as  
provided in this Section 6.11, the Issuer shall give notice thereof (a) if      
any Unregistered Securities of a series affected are then Outstanding, to       
the Holders thereof, by publication of such notice at least once in an          
Authorized Newspaper in the Borough of Manhattan, The City of New York and      
at least once in an Authorized Newspaper in London (and, if required by         
Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (b)       
if any Unregistered Securities of a series affected are then Outstanding,       
to the Holders thereof who have filed their names and addresses with the        
Trustee pursuant to Section 4.4(c)(ii), by mailing such notice to such          
Holders at such addresses as were so furnished to the Trustee (and the          
Trustee shall make such information available to the Issuer for such            
purpose) and (c) to the Holders of Registered Securities of each series         
affected, by mailing such notice to such Holders at their addresses as they     
shall appear on the registry books.  If the acceptance of appointment is        
substantially contemporaneous with the resignation, then the notice called      
for by the preceding sentence may be combined with the notice called for by     
Section 6.10.  If the Issuer fails to give such notice within ten days          
after acceptance of appointment by the successor trustee, the successor         
trustee shall cause such notice to be given at the expense of the Issuer.       

    SECTION 6.12  Merger, Conversion, Consolidation or Succession to
Business of Trustee.  Any corporation into which the Trustee may be merged      
or converted or with which it may be consolidated, or any corporation           
resulting from any merger, conversion or consolidation to which the Trustee     
shall be a party, or any corporation succeeding to all or substantially all     

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the corporate trust business of the Trustee, shall be the successor of the      
Trustee hereunder, provided that such corporation shall be qualified under      
the provisions of Section 6.8 and Section 310(b) of the Trust Indenture Act     
of 1939 and eligible under the provisions of Section 6.9, without the           
execution or filing of any paper or any further act on the part of any of       
the parties hereto, anything herein to the contrary notwithstanding.            

   In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Securities of any series     
shall have been authenticated but not delivered, any such successor to the      
Trustee may adopt the certificate of authentication of any predecessor          
Trustee and deliver such Securities so authenticated; and, in case at that      
time any of the Securities of any series shall not have been authenticated,     
any successor to the Trustee may authenticate such Securities either in the     
name of any predecessor hereunder or in the name of the successor Trustee;      
and in all such cases such certificate shall have the full force which it       
is anywhere in the Securities of such series or in this Indenture provided      
that the certificate of the Trustee shall have; provided that the right to      
adopt the certificate of authentication of any predecessor Trustee or to        
authenticate Securities of any series in the name of any predecessor            
Trustee shall apply only to its successor or successors by merger,              
conversion or consolidation.                                                    

SECTION 6.13  Preferential Collection of Claims Against the 
Issuer.  If and when the Trustee shall be or become a creditor of the           
Issuer (or any other obligor upon the Securities), the Trustee shall be         
subject to the provisions of the Trust Indenture Act of 1939 regarding the      
collection of claims against the Issuer (or any such other obligor).  For       
purposes of Section 311(b)(4) and (6) of the Trust Indenture Act of 1939:       

(a)  "cash transaction" means any transaction in which full 
payment for goods or securities sold is made within seven days after  
delivery of the goods or securities in currency or in checks or other 
orders drawn upon banks or bankers and payable upon demand; and       

    (b)  "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred 
by the Issuer (or any such obligor) for the purpose of financing the  
purchase, processing, manufacturing, shipment, storage or sale of     
goods, wares or merchandise and which is secured by documents         
evidencing title to, possession of, or a lien upon, the goods, wares  
or merchandise or the receivables or proceeds arising from the sale of
the goods, wares or merchandise previously constituting the security, 
provided the security is received by the Trustee simultaneously with  
the creation of the creditor relationship with the Issuer (or any such
obligor) arising from the making, drawing, negotiating or incurring of
the draft, bill of exchange, acceptance or obligation.                

  SECTION 6.14  Appointment of Authenticating Agent.  As long as
any Securities of a series remain Outstanding, the Trustee may, by an           
instrument in writing, appoint with the approval of the Issuer an               

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authenticating agent (the "Authenticating Agent") which shall be authorized     
to act on behalf of the Trustee to authenticate Securities, including           
Securities issued upon exchange, registration of transfer, partial              
redemption or pursuant to Section 2.9.  Securities of each such series          
authenticated by such Authenticating Agent shall be entitled to the             
benefits of this Indenture and shall be valid and obligatory for all            
purposes as if authenticated by the Trustee.  Whenever reference is made in     
this Indenture to the authentication and delivery of Securities of any          
series by the Trustee or to the Trustee's Certificate of Authentication,        
such reference shall be deemed to include authentication and delivery on        
behalf of the Trustee by an Authenticating Agent for such series and a          
Certificate of Authentication executed on behalf of the Trustee by such         
Authenticating Agent.  Such Authenticating Agent shall at all times be a        
corporation organized and doing business under the laws of the United           
States of America or of any state, authorized under such laws to exercise       
corporate trust powers, having a combined capital and surplus of at least       
$100,000,000 (determined as provided in Section 6.9 with respect to the         
Trustee) and subject to supervision or examination by federal or state          
authority.                                                                      

     Any corporation into which any Authenticating Agent may be merged
or converted, or with which it may be consolidated, or any corporation          
resulting from any merger, conversion or consolidation to which any             
Authenticating Agent shall be a party, or any corporation succeeding to the     
corporate agency business of any Authenticating Agent, shall continue to be     
the Authenticating Agent with respect to all series of Securities for which     
it served as Authenticating Agent without the execution or filing of any        
paper or any further act on the part of the Trustee or such Authenticating      
Agent.                                                                          

   Any Authenticating Agent may at any time, and if it shall cease
to be eligible shall, resign by giving written notice of resignation to the     
Trustee and to the Issuer.  The Trustee may at any time terminate the           
agency of an Authenticating Agent by giving written notice of termination       
to such Authenticating Agent and to the Issuer.  Upon receiving such a          
notice of resignation or upon such a termination, or in case at any time        
any Authenticating Agent shall cease to be eligible in accordance with the      
provisions of this Section 6.14 with respect to one or more series of           
Securities, the Trustee shall, upon receipt of an Issuer Order, appoint a       
successor Authenticating Agent and the Issuer shall provide notice of such      
appointment to all Holders of Securities of such series in the manner and       
to the extent provided in Section 11.4.  Any successor Authenticating Agent     
upon acceptance of its appointment hereunder shall become vested with all       
rights, powers, duties and responsibilities of its predecessor hereunder,       
with like effect as if originally named as Authenticating Agent.  The           
Issuer agrees to pay to the Authenticating Agent for such series from time      
to time reasonable compensation.  The Authenticating Agent for the              
Securities of any series shall have no responsibility or liability for any      
action taken by it as such at the direction of the Trustee.                     

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   Sections 6.2, 6.3, 6.4, 6.6, 6.9 and 7.3 shall be applicable to
any Authenticating Agent.                                                       

ARTICLE SEVEN     

CONCERNING THE SECURITYHOLDERS    

  SECTION 7.1  Evidence of Action Taken by Securityholders.  Any
request, demand, authorization, direction, notice, consent, waiver or other     
action provided by this Indenture to be given or taken by a specified           
percentage in principal amount of the Securityholders of any or all series      
may be embodied in and evidenced by one or more instruments of                  
substantially similar tenor signed by such specified percentage of              
Securityholders in person or by agent duly appointed in writing; and,           
except as otherwise expressly provided herein, such action shall become         
effective when such instrument or instruments are delivered to the Trustee.     
Proof of execution of any instrument or of a writing appointing any such        
agent shall be sufficient for any purpose of this Indenture and (subject to     
Sections 6.1 and 6.2) conclusive in favor of the Trustee and the Issuer, if     
made in the manner provided in this Article Seven.                              

    SECTION 7.2  Proof of Execution of Instruments and of Holding of
Securities.  Subject to Sections 6.1 and 6.2, the execution of any              
instrument by a Securityholder or his agent or proxy may be proved in the       
following manner:                                                               

(a)  The fact and date of the execution by any Holder of any
instrument may be proved by the certificate of any notary public or   
other officer of any jurisdiction authorized to take acknowledgements 
of deeds or administer oaths that the person executing such           
instruments acknowledged to him the execution thereof, or by an       
affidavit of a witness to such execution sworn to before any such     
notary or other such officer.  Where such execution is by or on behalf
of any legal entity other than an individual, such certificate or     
affidavit shall also constitute sufficient proof of the authority of  
the person executing the same.  The fact of the holding by any Holder 
of an Unregistered Security of any series, and the identifying number 
of such Security and the date of his holding the same, may be proved  
by the production of such Security or by a certificate executed by any
trust company, bank, banker or recognized securities dealer wherever  
situated satisfactory to the Trustee, if such certificate shall be    
deemed by the Trustee to be satisfactory.  Each such certificate shall
be dated and shall state that on the date thereof a Security of such  
series bearing a specified identifying number was deposited with or   
exhibited to such trust company, bank, banker or recognized securities
dealer by the person named in such certificate.  Any such certificate 
may be issued in respect of one or more Unregistered Securities of one
or more series specified therein.  The holding by the person named in 
any such certificate of any Unregistered Securities of any series     
specified therein shall be presumed to continue for a period of one   

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year from the date of such certificate unless at the time of any      
determination of such holding (1) another certificate bearing a later 
date issued in respect of the same Securities shall be produced, or   
(2) the Security of such series specified in such certificate shall be
produced by some other person, or (3) the Security of such series     
specified in such certificate shall have ceased to be Outstanding.    
Subject to Sections 6.1 and 6.2, the fact and date of the execution of
any such instrument and the amount and numbers of Securities of any   
series held by the person so executing such instrument and the amount 
and numbers of any Security or Securities for such series may also be 
proven in accordance with such reasonable rules and regulations as may
be prescribed by the Trustee for such series or in any other manner   
which the Trustee for such series may deem sufficient.                

    (b)  In the case of Registered Securities, the ownership of such
Securities shall be proved by the Security register or by a           
certificate of the Security registrar.                                

    The Issuer may set a record date for purposes of determining the
identity of Holders of Registered Securities of any series entitled to vote     
or consent to any action referred to in Section 7.1, which record date may      
be set at any time or from time to time by notice to the Trustee, for any       
date or dates (in the case of any adjournment or reconsideration) not more      
than 90 days nor less than five days prior to the proposed date of such         
vote or consent, and thereafter, notwithstanding any other provisions           
hereof, with respect to Registered Securities of any series, only Holders       
of Registered Securities of such series of record on such record date shall     
be entitled to so vote or give such consent or revoke such vote or consent.     

  SECTION 7.3  Holders to Be Treated as Owners.  The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the       
person in whose name any Security shall be registered upon the Security         
register for such series as the absolute owner of such Security (whether or     
not such Security shall be overdue and notwithstanding any notation of          
ownership or other writing thereon) for the purpose of receiving payment of     
or on account of the principal and, subject to the provisions of this           
Indenture, interest on such Security and for all other purposes; and            
neither the Issuer nor the Trustee nor any agent of the Issuer or the           
Trustee shall be affected by any notice to the contrary.  The Issuer, the       
Trustee and any agent of the Issuer or the Trustee may treat the Holder of      
any Unregistered Security and the Holder of any Coupon as the absolute          
owner of such Unregistered Security or Coupon (whether or not such              
Unregistered Security or Coupon shall be overdue) for the purpose of            
receiving payment thereof or on account thereof and for all other purposes      
and neither the Issuer, the Trustee, nor any agent of the Issuer or the         
Trustee shall be affected by any notice to the contrary.  All such payments     
so made to any such person, or upon his order, shall be valid, and, to the      
extent of the sum or sums so paid, effectual to satisfy and discharge the       
liability for moneys payable upon any such Unregistered Security or Coupon.     

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   SECTION 7.4  Securities Owned by Issuer Deemed Not Outstanding.
In determining whether the Holders of the requisite aggregate principal         
amount of Outstanding Securities of any or all series have concurred in any     
direction, consent or waiver under this Indenture, Securities which are         
owned by the Issuer or any other obligor on the Securities with respect to      
which such determination is being made or by any person directly or             
indirectly controlling or controlled by or under direct or indirect common      
control with the Issuer or any other obligor on the Securities with respect     
to which such determination is being made shall be disregarded and deemed       
not to be Outstanding for the purpose of any such determination, except         
that for the purpose of determining whether the Trustee shall be protected      
in relying on any such direction, consent or waiver only Securities which       
the Trustee knows are so owned shall be so disregarded.  Securities so          
owned which have been pledged in good faith may be regarded as Outstanding      
if the pledgee establishes to the satisfaction of the Trustee the pledgee's     
right so to act with respect to such Securities and that the pledgee is not     
the Issuer or any other obligor upon the Securities or any person directly      
or indirectly controlling or controlled by or under direct or indirect          
common control with the Issuer or any other obligor on the Securities.  In      
case of a dispute as to such right, the advice of counsel shall be full         
protection in respect of any decision made by the Trustee in accordance         
with such advice.  Upon request of the Trustee, the Issuer shall furnish to     
the Trustee promptly an Officer's Certificate listing and identifying all       
Securities, if any, known by the Issuer to be owned or held by or for the       
account of any of the above-described persons; and, subject to Sections 6.1     
and 6.2, the Trustee shall be entitled to accept such Officer's Certificate     
as conclusive evidence of the facts set forth therein and of the fact that      
all Securities not listed therein are Outstanding for the purpose of any        
such determination.                                                             

  SECTION 7.5  Right of Revocation of Action Taken.  At any time
prior to (but not after) the evidencing to the Trustee, as provided in          
Section 7.1, of the taking of any action by the Holders of the percentage       
in aggregate principal amount of the Securities of any or all series, as        
the case may be, specified in this Indenture in connection with such            
action, any Holder of a Security the serial number of which is shown by the     
evidence to be included among the serial numbers of the Securities the          
Holders of which have consented to such action may, by filing written           
notice at the Corporate Trust Office and upon proof of holding as provided      
in this Article, revoke such action so far as concerns such Security.           
Except as aforesaid, any such action taken by the Holder of any Security        
shall be conclusive and binding upon such Holder and upon all future            
Holders and owners of such Security and of any Securities issued in             
exchange or substitution therefor or on registration of transfer thereof,       
irrespective of whether or not any notation in regard thereto is made upon      
any such Security.  Any action taken by the Holders of the percentage in        
aggregate principal amount of the Securities of any or all series, as the       
case may be, specified in this Indenture in connection with such action         
shall be conclusively binding upon the Issuer, the Trustee and the Holders      
of all the Securities affected by such action.                                  

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ARTICLE EIGHT     

SUPPLEMENTAL INDENTURES     

SECTION 8.1  Supplemental Indentures Without Consent of     
Securityholders.  The Issuer, when authorized by a resolution of its Board      
of Directors (which resolution may provide general terms or parameters for      
such action and may provide that the specific terms of such action may be       
determined in accordance with or pursuant to an Issuer Order), and the          
Trustee may from time to time and at any time enter into an indenture or        
indentures supplemental hereto (which shall conform to the provisions of        
the Trust Indenture Act of 1939 as in force at the date of the execution        
thereof) for one or more of the following purposes:                             

(a)  to convey, transfer, assign, mortgage or pledge to the 
Trustee as security for the Securities of one or more series any      
property or assets;                                                   

 (b)  to evidence the succession of another corporation to the
Issuer, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Issuer
pursuant to Article Nine;                                             

(c)  to add to the covenants of the Issuer such further     
covenants, restrictions, conditions or provisions as the Issuer and   
the Trustee shall consider to be for the protection of the Holders of 
Securities or Coupons, and to make the occurrence, or the occurrence  
and continuance, of a default in any such additional covenants,       
restrictions, conditions or provisions an Event of Default permitting 
the enforcement of all or any of the several remedies provided in this
Indenture as set forth herein; provided that, in respect of any such  
additional covenant, restriction, condition or provision, such        
supplemental indenture may provide for a particular period of grace   
after default (which period may be shorter or longer than that allowed
in the case of other defaults) or may provide for an immediate        
enforcement upon such an Event of Default or may limit the remedies   
available to the Trustee upon such an Event of Default or may limit   
the right of the Holders of a majority in aggregate principal amount  
of the Securities of such series to waive such an Event of Default;   

(d)  to cure any ambiguity or to correct or supplement any  
provision contained herein or in any supplemental indenture which may 
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture, or to make any other provisions as  
the Issuer may deem necessary or desirable, provided that no such     
action shall adversely affect the interests of the Holders of the     
Outstanding Securities or Coupons;                                    

   (e)  to establish the form or terms of Securities of any series
or of the Coupons appertaining to such Securities as permitted by     
Sections 2.1 and 2.3;                                                 

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  (f)  to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this  
Indenture as shall be necessary to provide for or facilitate the      
administration of the trusts hereunder by more than one trustee,      
pursuant to the requirements of Section 6.11; and                     

   (g)  to provide for the terms and conditions of conversion into
Common Stock of the Securities of any series which are convertible    
into Common Stock, if different from those set forth in Article       
Thirteen.                                                             

   The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further               
appropriate agreements and stipulations which may be therein contained and      
to accept the conveyance, transfer, assignment, mortgage or pledge of any       
property thereunder, but the Trustee shall not be obligated to enter into       
any such supplemental indenture which affects the Trustee's own rights,         
duties or immunities under this Indenture or otherwise.                         

   Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the        
Securities at the time outstanding, notwithstanding any of the provisions       
of Section 8.2.                                                                 

SECTION 8.2  Supplemental Indentures with Consent of        
Securityholders.  With the consent (evidenced as provided in Article Seven)     
of the Holders of not less than a majority in aggregate principal amount of     
the Securities at the time Outstanding of all series affected by such           
supplemental indenture (voting as one class), the Issuer, when authorized       
by a resolution of its Board of Directors (which resolution may provide         
general terms or parameters for such action and may provide that the            
specific terms of such action may be determined in accordance with or           
pursuant to an Issuer Order), and the Trustee may, from time to time and at     
any time, enter into an indenture or indentures supplemental hereto (which      
shall conform to the provisions of the Trust Indenture Act of 1939 as in        
force at the date of execution thereof) for the purpose of adding any           
provisions to or changing in any manner or eliminating any of the               
provisions of this Indenture or of any supplemental indenture or of             
modifying in any manner the rights of the Holders of the Securities of each     
such series or of the Coupons appertaining to such Securities; provided         
that no such supplemental indenture shall (a) extend the final maturity of      
any Security, or reduce the principal amount thereof, or reduce the rate or     
extend the time of payment of interest thereon, or reduce any amount            
payable on redemption or mandatory repurchase thereof, or make the              
principal thereof (including any amount in respect of original issue            
discount), or interest thereon payable in any coin or currency other than       
that provided in the Securities and Coupons or in accordance with the terms     
thereof, or reduce the amount of the principal of an Original Issue             
Discount Security that would be due and payable upon an acceleration of the     
maturity thereof pursuant to Section 5.1 or the amount thereof provable in      

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bankruptcy pursuant to Section 5.2, or alter the provisions of Section          
11.11 or 11.12 or, if any Security is convertible into Common Stock, modify     
the terms and conditions of such conversion after the issuance of such          
Security in a manner adverse to the Holder thereof or impair or affect the      
right of any Securityholder to institute suit for the payment or conversion     
thereof or, if the Securities provide therefor, any right of repayment at       
the option of the Securityholder, in each case without the consent of the       
Holder of each Security so affected, or (b) reduce the aforesaid percentage     
of Securities of any series, the consent of the Holders of which is             
required for any such supplemental indenture, without the consent of the        
Holders of each Security so affected.                                           

     A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included          
solely for the benefit of one or more particular series of Securities, or       
which modifies the rights of Holders of Securities of such series, or of        
Coupons appertaining to such Securities, with respect to such covenant or       
provision, shall be deemed not to affect the rights under this Indenture of     
the Holders of Securities of any other series or of the Coupons                 
appertaining to such Securities.                                                

Upon the request of the Issuer, accompanied by a copy of a  
resolution of the Board of Directors (which resolution may provide general      
terms or parameters for such action and may provide that the specific terms     
of such action may be determined in accordance with or pursuant to an           
Issuer Order) certified by the secretary or an assistant secretary of the       
Issuer authorizing the execution of any such supplemental indenture, and        
upon the filing with the Trustee of evidence of the consent of the Holders      
of the Securities as aforesaid and other documents, if any, required by         
Section 7.1, the Trustee shall join with the Issuer in the execution of         
such supplemental indenture unless such supplemental indenture affects the      
Trustee's own rights, duties or immunities under this Indenture or              
otherwise, in which case the Trustee may in its discretion, but shall not       
be obligated to, enter into such supplemental indenture.                        

    It shall not be necessary for the consent of the Securityholders
under this Section to approve the particular form of any proposed               
supplemental indenture, but it shall be sufficient if such consent shall        
approve the substance thereof.                                                  

     Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the          
Trustee shall give notice thereof (i) to the Holders of then Outstanding        
Registered Securities of each series affected thereby, by mailing a notice      
thereof by first-class mail to such Holders at their addresses as they          
shall appear on the Security register, (ii) if any Unregistered Securities      
of a series affected thereby are then Outstanding, to the Holders thereof       
who have filed their names and addresses with the Trustee pursuant to           
Section 4.4(c)(ii), by mailing a notice thereof by first-class mail to such     
Holders at such addresses as were so furnished to the Trustee and (iii) if      
any Unregistered Securities of a series affected thereby are then               

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Outstanding, to all Holders thereof, by publication of a notice thereof at      
least once in an Authorized Newspaper in the Borough of Manhattan, The City     
of New York and at least once in an Authorized Newspaper in London (and, if     
required by Section 3.7, at least once in an Authorized Newspaper in            
Luxembourg), and in each case such notice shall set forth in general terms      
the substance of such supplemental indenture.  Any failure of the Issuer to     
give such notice, or any defect therein, shall not, however, in any way         
impair or affect the validity of any such supplemental indenture.               

SECTION 8.3  Effect of Supplemental Indenture.  Upon the    
execution of any supplemental indenture pursuant to the provisions hereof,      
this Indenture shall be and be deemed to be modified and amended in             
accordance therewith and the respective rights, limitations of rights,          
obligations, duties and immunities under this Indenture of the Trustee, the     
Issuer and the Holders of Securities of each series affected thereby shall      
thereafter be determined, exercised and enforced hereunder subject in all       
respects to such modifications and amendments, and all the terms and condi-     
tions of any such supplemental indenture shall be and be deemed to be part      
of the terms and conditions of this Indenture for any and all purposes.         

SECTION 8.4  Documents to Be Given to Trustee.  The Trustee,
subject to the provisions of Sections 6.1 and 6.2, may receive an Officer's     
Certificate and an Opinion of Counsel as conclusive evidence that any           
supplemental indenture executed pursuant to this Article Eight complies         
with the applicable provisions of this Indenture.                               

  SECTION 8.5  Notation on Securities in Respect of Supplemental
Indentures.  Securities of any series authenticated and delivered after the     
execution of any supplemental indenture pursuant to the provisions of this      
Article Eight may bear a notation in form approved by the Trustee for such      
series as to any matter provided for by such supplemental indenture or as       
to any action taken by Securityholders.  If the Issuer or the Trustee shall     
so determine, new Securities of any series so modified as to conform, in        
the opinion of the Trustee and the Board of Directors, to any modification      
of this Indenture contained in any such supplemental indenture may be           
prepared by the Issuer, authenticated by the Trustee and delivered in           
exchange for the Securities of such series then outstanding.                    

ARTICLE NINE    

CONSOLIDATION, MERGER, SALE OR CONVEYANCE     

   SECTION 9.1  Covenant Not to Merge, Consolidate, Sell or Convey
Property Except Under Certain Conditions.  The Issuer covenants that it         
will not merge or consolidate with any other person or sell, lease or           
convey all or substantially all of its assets to any other person, unless       
(i) either the Issuer shall be the continuing corporation, or the successor     
corporation or the person which acquires by sale, lease or conveyance           
substantially all the assets of the Issuer (if other than the Issuer) shall     
be a corporation organized under the laws of the United States of America       

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or any state thereof or the District of Columbia and shall expressly assume     
the due and punctual payment of the principal of and interest on all the        
Securities and Coupons, if any, according to their tenor, and the due and       
punctual performance and observance of all of the covenants and conditions      
of this Indenture to be performed or observed by the Issuer, by                 
supplemental indenture satisfactory to the Trustee, executed and delivered      
to the Trustee by such corporation, and (ii) the Issuer, such person or         
such successor corporation, as the case may be, shall not, immediately          
after such merger or consolidation, or such sale, lease or conveyance, be       
in default in the performance of any such covenant or condition.                

   SECTION 9.2  Successor Corporation Substituted.  In case of any
such consolidation, merger, sale, lease or conveyance, and following such       
an assumption by the successor corporation, such successor corporation          
shall succeed to and be substituted for the Issuer, with the same effect as     
if it had been named herein.  Such successor corporation may cause to be        
signed, and may issue either in its own name or in the name of the Issuer       
prior to such succession any or all of the Securities issuable hereunder        
which together with any Coupons appertaining thereto theretofore shall not      
have been signed by the Issuer and delivered to the Trustee; and, upon the      
order of such successor corporation, instead of the Issuer, and subject to      
all the terms, conditions and limitations in this Indenture prescribed, the     
Trustee shall authenticate and shall deliver any Securities together with       
any Coupons appertaining thereto which previously shall have been signed        
and delivered by the officers of the Issuer to the Trustee for                  
authentication, and any Securities which such successor corporation             
thereafter shall cause to be signed and delivered to the Trustee for that       
purpose.  All of the Securities so issued together with any Coupons             
appertaining thereto shall in all respects have the same legal rank and         
benefit under this Indenture as the Securities theretofore or thereafter        
issued in accordance with the terms of this Indenture as though all of such     
Securities had been issued at the date of the execution hereof.                 

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

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

SECTION 9.3  Opinion of Counsel Delivered to Trustee.  The  
Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive an      
Opinion of Counsel as conclusive evidence that any such consolidation,          
merger, sale, lease or conveyance, and any such assumption, and any such        
liquidation or dissolution, complies with the applicable provisions of this     
Indenture.                                                                      

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ARTICLE TEN     

SATISFACTION AND DISCHARGE OF INDENTURE;    
UNCLAIMED MONEYS    

   SECTION 10.1  Satisfaction and Discharge of Indenture.  (A)  If
at any time (a) the Issuer shall have paid or caused to be paid the             
principal of and interest on all the Securities of any series Outstanding       
hereunder and all unmatured Coupons appertaining thereto (other than            
Securities of such series and Coupons appertaining thereto which have been      
destroyed, lost or stolen and which have been replaced or paid as provided      
in Section 2.9) as and when the same shall have become due and payable, or      
(b) the Issuer shall have delivered to the Trustee for cancellation all         
Securities of any series theretofore authenticated and all unmatured            
Coupons appertaining thereto (other than any Securities of such series and      
Coupons appertaining thereto which shall have been destroyed, lost or           
stolen and which shall have been replaced or paid as provided in Section        
2.9) or (c) in the case of any series of Securities where the exact or          
maximum amount (including the currency of payment) of principal of and          
interest due on which can be determined at the time of making the deposit       
referred to in clause (ii) below, (i) all the Securities of such series and     
all unmatured Coupons appertaining thereto not theretofore delivered to the     
Trustee for cancellation shall have become due and payable, or are by their     
terms to become due and payable within one year or are to be called for         
redemption within one year under arrangements satisfactory to the Trustee       
for the giving of notice of redemption, and (ii) the Issuer shall have          
irrevocably deposited or caused to be deposited with the Trustee as trust       
funds the entire amount in cash (other than moneys repaid by the Trustee or     
any paying agent to the Issuer in accordance with Section 10.4) or, in the      
case of any series of Securities the payments on which may only be made in      
Dollars, direct obligations of the United States of America, backed by its      
full faith and credit ("U.S. Government Obligations"), maturing as to           
principal and interest at such times (but not later than one day before the     
due date) and in such amounts as will insure the availability of cash, or a     
combination thereof, sufficient in the opinion of a nationally recognized       
firm of independent public accountants expressed in a written certification     
thereof delivered to the Trustee, to pay (A) the principal and interest on      
all Securities of such series and Coupons appertaining thereto on each date     
that such principal or interest is due and payable and (B) any mandatory        
sinking fund payments on the dates on which such payments are due and           
payable in accordance with the terms of the Indenture and the Securities of     
such series; and if, in any such case, the Issuer shall also pay or cause       
to be paid all other sums payable hereunder by the Issuer with respect to       
the Securities of such series, then this Indenture with respect to the          
Securities of such series shall cease to be of further effect (except as to     
(i) rights of registration of transfer and exchange of Securities of such       
Series and of Coupons appertaining thereto and the Issuer's right of            
optional redemption, if any, (ii) substitution of mutilated, defaced,           
destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of     
Securities and Coupons appertaining thereto to receive payments of              

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principal thereof and interest thereon, upon the original stated due dates      
therefor (or the specified redemption date if earlier but not upon              
acceleration), and remaining rights of the Holders to receive mandatory         
sinking fund payments, if any, (iv) the rights, obligations, duties and         
immunities of the Trustee hereunder, (v) the rights of the Holders of           
Securities of such series and Coupons appertaining thereto as beneficiaries     
hereof with respect to the property so deposited with the Trustee payable       
to all or any of them, and (vi) the obligations of the Issuer under Section     
3.2) and the Trustee, on demand of the Issuer accompanied by an Officer's       
Certificate and an Opinion of Counsel and at the cost and expense of the        
Issuer, shall execute proper instruments acknowledging such satisfaction of     
and discharging this Indenture with respect to the Securities of such           
series; provided that the rights of Holders of the Securities and Coupons       
to receive amounts in respect of principal of and interest on the               
Securities and Coupons held by them shall not be delayed longer than            
required by then-applicable mandatory rules or policies of any securities       
exchange upon which the Securities are listed.  The Issuer agrees to            
reimburse the Trustee for any costs or expenses thereafter reasonably and       
properly incurred and to compensate the Trustee for any services thereafter     
reasonably and properly rendered by the Trustee in connection with this         
Indenture or the Securities of such series.                                     

  (B)  The following provisions shall apply to the Securities of
each series unless specifically otherwise provided in a Board Resolution,       
Officer's Certificate or indenture supplemental hereto provided pursuant to     
Section 2.3.  In addition to discharge of the Indenture pursuant to the         
next preceding paragraph, in the case of any series of Securities the exact     
or maximum amounts (including the currency of payment) of principal of and      
interest due on which can be determined at the time of making the deposit       
referred to in clause (a) below, the Issuer shall be deemed to have paid        
and discharged the entire indebtedness on all the Securities of such a          
series and the Coupons appertaining thereto on the 91st day after the date      
of the deposit referred to in subparagraph (a) below, and the provisions of     
this Indenture with respect to the Securities of such series and Coupons        
appertaining thereto shall no longer be in effect (except as to (i) rights      
of registration of transfer and exchange of Securities of such series and       
of Coupons appertaining thereto and the Issuer's right of optional              
redemption, if any, (ii) substitution of mutilated, defaced, destroyed,         
lost or stolen Securities or Coupons, (iii) rights of Holders of Securities     
and Coupons appertaining thereto to receive payments of principal thereof       
and interest thereon, upon the original stated due dates therefor (but not      
upon acceleration), and remaining rights of the Holders to receive              
mandatory sinking fund payments, if any, (iv) the rights, obligations,          
duties and immunities of the Trustee hereunder, (v) the rights of the           
Holders of Securities of such series and Coupons appertaining thereto as        
beneficiaries hereof with respect to the property so deposited with the         
Trustee payable to all or any of them and (vi) the obligations of the           
Issuer under Section 3.2) and the Trustee, at the expense of the Issuer,        
shall, at the Issuer's request, execute proper instruments acknowledging        
the same, if                                                                    

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    (a)  with reference to this provision the Issuer has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as   
trust funds in trust, specifically pledged as security for, and       
dedicated solely to, the benefit of the Holders of the Securities of  
such series and Coupons appertaining thereto (i) cash in an amount, or
(ii) in the case of any series of Securities the payments on which may
only be made in Dollars, U.S. Government Obligations, maturing as to  
principal and interest at such times (but not later than one day      
before the due date) and in such amounts as will insure the           
availability of cash, or (iii) a combination thereof, sufficient, in  
the opinion of a nationally recognized firm of independent public     
accountants expressed in a written certification thereof delivered to 
the Trustee, to pay (A) the principal and interest on all Securities  
of such series and Coupons appertaining thereto on each date that such
principal or interest is due and payable and (B) any mandatory sinking
fund payments on the dates on which such payments are due and payable 
in accordance with the terms of the Indenture and the Securities of   
such series;                                                          

   (b)  no Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to the     
Securities shall have occurred and be continuing on the date of such  
deposit or, insofar as subsections 5.1(d) and (e) are concerned, at   
any time during the period ending on the 91st day after the date of   
such deposit (it being understood that this condition shall not be    
deemed satisfied until the expiration of such period);                

(c)  such defeasance shall not cause the Trustee to have a  
conflicting interest pursuant to Section 310(b) of the Trust Indenture
Act of 1939 with respect to any securities of the Issuer;             

     (d)  such deposit will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which the  
Issuer is a party or by which it is bound;                            

(e)  no Change in Control shall occur at any time during the
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period);                                           

   (f)  such defeasance shall not result in the trust arising from
the deposit referred to in paragraph (a) above constituting an        
"investment company" within the meaning of the Investment Company Act;

   (g)  such defeasance shall not cause any Securities then listed
on any registered national securities exchange under the Exchange Act 
to be delisted;                                                       

    (h)  if the Securities of such series are to be redeemed, either
notice of such redemption shall have been given or the Issuer shall   

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have given the Trustee irrevocable directions to give notice of such  
redemption in the name, and at the expense of, the Issuer, under      
arrangements satisfactory to the Trustee;                             

(i)  the Issuer has delivered to the Trustee an Opinion of  
Counsel based on the fact that (x) the Issuer has received from, or   
there has been published by, the Internal Revenue Service a ruling or 
(y) since the date hereof, there has been a change in the applicable  
federal income tax law, in either case to the effect that, and such   
opinion shall confirm that, the Holders of the Securities of such     
series and Coupons appertaining thereto will not recognize income,    
gain or loss for federal income tax purposes as a result of such      
deposit, defeasance and discharge and will be subject to federal      
income tax on the same amount and in the same manner and at the same  
times, as would have been the case if such deposit, defeasance and    
discharge had not occurred; and                                       

(j)  the Issuer has delivered to the Trustee an Officer's   
Certificate and an Opinion of Counsel, each stating that all          
conditions precedent provided for relating to the defeasance          
contemplated by this provision have been complied.                    

  (C)  The following provisions shall apply to the Securities of
each series unless specifically otherwise provided in a Board Resolution,       
Officer's Certificate or indenture supplemental hereto provided pursuant to     
Section 2.3.  In the case of any series of Securities the exact or maximum      
amounts (including the currency of payment) of principal of and interest        
due on which can be determined at the time of making the deposit referred       
to in clause (a) below, the Issuer shall be released from its obligations       
under Section 3.6 and Section 9.1 with respect to the Securities of any         
Series, and any Coupons appertaining thereto, Outstanding on and after the      
date the conditions set forth below are satisfied (hereinafter, "Covenant       
Defeasance").  For this purpose, such Covenant Defeasance means that, with      
respect to the Outstanding Securities of any Series, the Issuer may omit to     
comply with and shall have no liability in respect of any term, condition       
or limitation set forth in such Section, whether directly or indirectly by      
reason of any reference elsewhere herein to such Section or by reason of        
any reference in such Section to any other provision herein or in any other     
document and such omission to comply shall not constitute an Event of           
Default under Section 5.1, but the remainder of this Indenture and such         
Securities and Coupons shall be unaffected thereby.  The following shall be     
the conditions to application of this subsection (C) of this Section 10.1:      

(a)  the Issuer has irrevocably deposited or caused to be   
deposited with the Trustee as trust funds in trust for the purpose of 
making the following payments, specifically pledged as security for,  
and dedicated solely to, the benefit of the Securities of such series 
and Coupons appertaining thereto, (i) cash in an amount, or (ii) in   
the case of any series of Securities the payments on which may only be
made in Dollars, U.S. Government Obligations maturing as to principal 
and interest at such times (but not later than one day before the due 

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date) and in such amounts as will insure the availability of cash, or 
(iii) a combination thereof, sufficient, in the opinion of a          
nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay   
(A) the principal and interest on all Securities of such series and   
coupons appertaining thereto and (B) any mandatory sinking fund       
payments on the day on which such payments are due and payable in     
accordance with the terms of the Indenture and the Securities of such 
series;                                                               

   (b)  no Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to the     
Securities shall have occurred and be continuing on the date of such  
deposit or, insofar as subsections 5.1(d) and (e) are concerned, at   
any time during the period ending on the 91st day after the date of   
such deposit (it being understood that this condition shall not be    
deemed satisfied until the expiration of such period);                

     (c)  such Covenant Defeasance shall not cause the Trustee to have
a conflicting interest pursuant to Section 310(b) of the Trust        
Indenture Act of 1939 with respect to any securities of the Issuer;   

 (d)  such Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any    
other agreement or instrument to which the Issuer is a party or by    
which it is bound;                                                    

     (e)  such Covenant Defeasance shall not cause any Securities then
listed on any registered national securities exchange under the       
Exchange Act to be delisted;                                          

    (f)  the Issuer shall have delivered to the Trustee an Officer's
Certificate and Opinion of Counsel to the effect that the Holders of  
the Securities of such series and Coupons appertaining thereto will   
not recognize income, gain or loss for federal income tax purposes as 
a result of such Covenant Defeasance and will be subject to federal   
income tax on the same amounts, in the same manner and at the same    
times as would have been the case if such Covenant Defeasance had not 
occurred;                                                             

    (g)  the Issuer shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all          
conditions precedent provided for relating to the Covenant Defeasance 
contemplated by this provision have been complied with;               

    (h)  no Change in Control shall have occurred at any time during
the period ending on the 91st day after the date of such deposit (it  
being understood that this condition shall not be deemed satisfied    
until the expiration of such period);                                 

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(i)  such Covenant Defeasance shall not result in the trust 
arising from the deposit referred to in paragraph (a) above           
constituting an investment company within the meaning of the          
Investment Company Act; and                                           

    (j)  if the Securities of such series are to be redeemed, either
notice of such redemption shall have been given or the Issuer shall   
have given the Trustee irrevocable directions to give notice of such  
redemption in the name, and at the expense of, the Issuer, under      
arrangements satisfactory to the Trustee.                             

   If subsequent to the date a discharge or Covenant Defeasance is
effected pursuant to this Section 10.1, additional amounts in excess of         
those established as of the date such discharge or Covenant Defeasance is       
effected become payable in respect of the series of Securities discharged       
or with respect to which the Indenture is discharged or with respect to         
which a Covenant Defeasance has been effected, in order to preserve the         
benefits of the discharge or Covenant Defeasance established hereunder, the     
Issuer shall irrevocably deposit or cause to be irrevocably deposited in        
accordance with the provisions of this Section 10.1, within ten Business        
Days prior to the date the first payment in respect of any portion of such      
excess additional amounts becomes due, such additional funds as are             
necessary to satisfy the provisions of this Section 10.1 as if a discharge      
or Covenant Defeasance were being effected as of the date of such               
subsequent deposit.  Failure to comply with the requirements of this            
paragraph shall result in the termination of the benefits of the discharge      
or Covenant Defeasance established by this Section 10.1.                        

SECTION 10.2  Application by Trustee of Funds Deposited for 
Payment of Securities.  Subject to Section 10.4, all moneys and U.S.            
Government Obligations deposited with the Trustee pursuant to Section 10.1      
and all monies received by the Trustee in respect of such U.S. Government       
Obligations shall be held in trust and applied by it to the payment, either     
directly or through any paying agent (including the Issuer acting as its        
own paying agent), to the Holders of the particular Securities of such          
series and of Coupons appertaining thereto for the payment or redemption of     
which such moneys and U.S. Government Obligations have been deposited with      
the Trustee, of all sums due and to become due thereon for principal and        
interest; but such money and U.S. Government Obligations need not be            
segregated from other funds except to the extent required by law.               

SECTION 10.3  Repayment of Moneys Held by Paying Agent.  In 
connection with the satisfaction and discharge of this Indenture with           
respect to Securities of any series, all moneys then held by any paying         
agent under the provisions of this Indenture with respect to such series of     
Securities shall, upon demand of the Issuer, be repaid to it or the Trustee     
and thereupon such paying agent shall be released from all further              
liability with respect to such moneys.                                          

   SECTION 10.4  Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years.  Any moneys deposited with or paid to the Trustee      

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or any paying agent for the payment of the principal of or interest on any      
Security of any series or Coupons attached thereto and not applied but          
remaining unclaimed for two years after the date upon which such principal      
or interest shall have become due and payable, shall, upon the written          
request of the Issuer and unless otherwise required by mandatory provisions     
of applicable escheat or abandoned or unclaimed property law, be repaid to      
the Issuer by the Trustee for such series or such paying agent, and the         
Holder of the Securities of such series and of any Coupons appertaining         
thereto shall, unless otherwise required by mandatory provisions of             
applicable escheat or abandoned or unclaimed property laws, thereafter look     
only to the Issuer for any payment which such Holder may be entitled to         
collect, and all liability of the Trustee or any paying agent with respect      
to such moneys shall thereupon cease; provided, however, that the Trustee       
or such paying agent, before being required to make any such repayment with     
respect to moneys deposited with it for any payment (a) in respect of           
Registered Securities of any series, shall at the expense of the Issuer,        
mail by first-class mail to Holders of such Securities at their addresses       
as they shall appear on the Security register, and (b) in respect of            
Unregistered Securities of any series, shall at the expense of the Issuer       
cause to be published once, in an Authorized Newspaper in the Borough of        
Manhattan, The City of New York and once in an Authorized Newspaper in          
London (and if required by Section 3.7, once in an Authorized Newspaper in      
Luxembourg), notice, that such moneys remain and that, after a date             
specified therein, which shall not be less than thirty days from the date       
of such mailing or publication, any unclaimed balance of such money then        
remaining will be repaid to the Issuer.                                         

 SECTION 10.5  Indemnity for U.S. Government Obligations.  The
Issuer shall pay and indemnify the Trustee against any tax, fee or other        
charge imposed on or assessed against the U.S. Government Obligations           
deposited pursuant to Section 10.1 or the principal or interest received in     
respect of such obligations.                                                    

     SECTION 10.6   Reinstatement.  If the Trustee or the Paying Agent
is unable to apply any money in accordance with this Article with respect       
to any Securities by reason of any order or judgment of any court or            
governmental authority enjoining, restraining or otherwise prohibiting such     
application, then the obligations under this Indenture and such Securities      
from which the Issuer has been discharged or released pursuant to               
Section 10.1(A), 10.1(B) or 10.1(C) shall be revived and reinstated as          
though no deposit had occurred pursuant to this Article with respect to         
such Securities, until such time as the Trustee or Paying Agent is              
permitted to apply all money held in trust pursuant to Section 10.2 with        
respect to such Securities in accordance with this Article; provided,           
however, that if the Issuer makes any payment in respect of the principal       
of or interest on any such Security following such reinstatement of its         
obligations, the Issuer shall be subrogated to the rights (if any) of the       
Holders of such Securities to receive such payment from the money so held       
in trust.                                                                       

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 SECTION 10.7  Excess Funds.  The Trustee shall deliver to the
Issuer from time to time upon Issuer Order any U.S. Government Obligations      
or money held by it as provided in Section 10.1 which, as expressed in the      
opinion of a nationally recognized firm of independent public accountants       
expressed in a written certification thereof delivered to the Trustee           
(which may be included in the applicable such opinion delivered to the          
Trustee pursuant to Section 10.1), are then in excess of the amount thereof     
which then would have been required to be deposited for the purpose for         
which such obligations or money were deposited or received, including           
without limitation as a result of the surrender for conversion of any           
Securities of a series as to which the Issuer has deposited money or U.S.       
Government Obligations pursuant to Section 10.1(A), (B) or (C).                 

ARTICLE ELEVEN    

MISCELLANEOUS PROVISIONS    

     SECTION 11.1  Incorporators, Stockholders, Officers and Directors
of Issuer Exempt from Individual Liability.  No recourse under or upon any      
obligation, covenant or agreement contained in this Indenture, or in any        
Security, or because of any indebtedness evidenced thereby, shall be had        
against any incorporator, as such or against any past, present or future        
stockholder, officer or director, as such, of the Issuer or of any              
successor, either directly or through the Issuer or any successor, under        
any rule of law, statute or constitutional provision or by the enforcement      
of any assessment or by any legal or equitable proceeding or otherwise, all     
such liability being expressly waived and released by the acceptance of the     
Securities and the Coupons appertaining thereto by the Holders thereof and      
as part of the consideration for the issue of the Securities and the            
Coupons appertaining thereto.                                                   

 SECTION 11.2  Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities and Coupons.  Nothing in this Indenture,      
in the Securities or in the Coupons appertaining thereto, expressed or          
implied, shall give or be construed to give to any person, firm or corpora-     
tion, other than the parties hereto and their successors and the Holders of     
the Securities or Coupons, if any, any legal or equitable right, remedy or      
claim under this Indenture or under any covenant or provision herein            
contained, all such covenants and provisions being for the sole benefit of      
the parties hereto and their successors and of the Holders of the               
Securities or Coupons, if any.                                                  

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SECTION 11.3  Successors and Assigns of Issuer Bound by     
Indenture.  All the covenants, stipulations, promises and agreements in         
this Indenture contained by or on behalf of the Issuer shall bind its           
successors and assigns, whether so expressed or not.                            

    SECTION 11.4  Notices and Demands on Issuer, Trustee and Holders
of Securities and Coupons.  Any notice or demand which by any provision of      
this Indenture is required or permitted to be given or served by the            
Trustee or by the Holders of Securities or Coupons to or on the Issuer may      
be given or served by being deposited postage prepaid, first-class mail         
(except as otherwise specifically provided herein) addressed (until another     
address of the Issuer is filed by the Issuer with the Trustee) to Alex.         
Brown Incorporated, 135 East Baltimore Street, Baltimore, Maryland 21202,       
Attention:  Secretary.  Any notice, direction, request or demand by the         
Issuer or any Holder of Securities or Coupons to or upon the Trustee shall      
be deemed to have been sufficiently given or served by being deposited          
postage prepaid, first-class mail (except as otherwise specifically             
provided herein) addressed (until another address of the Trustee is filed       
by the Trustee with the Issuer) to Chemical Bank, 450 West 33rd Street, New     
York, New York 10001, Attention:  Corporate Trustee Administration              
Department.                                                                     

     Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise           
herein expressly provided) if in writing and mailed, first-class postage        
prepaid, to each Holder entitled thereto at his last address as it appears      
in the Security register.  In any case where notice to such Holders is          
given by mail, neither the failure to mail such notice, nor any defect in       
any notice so mailed, to any particular Holder shall affect the sufficiency     
of such notice with respect to other Holders.  Where this Indenture             
provides for notice in any manner, such notice may be waived in writing by      
the person entitled to receive such notice, either before or after the          
event, and such waiver shall be the equivalent of such notice.  Waivers of      
notice by Holders shall be filed with the Trustee, but such filing shall        
not be a condition precedent to the validity of any action taken in             
reliance upon such waiver.  Notice to the Holders of Unregistered               
Securities who have filed their names and addresses with the Trustee            
pursuant to Section 4.4(c)(ii) shall be given by first class mail, postage      
prepaid, to such Holders at such addresses as were so furnished to the          
Trustee (and, in the case of any such notice given by the Issuer, the           
Trustee shall make such information available to the Issuer for such            
purpose).  Notice to all other Holders of Unregistered Securities shall be      
published in an Authorized Newspaper in the Borough of Manhattan, The City      
of New York and in an Authorized Newspaper in London (and, if required by       
Section 3.7, in an Authorized Newspaper in Luxembourg), in each case,           
except to the extent otherwise provided herein, once in each of three           
successive calendar weeks.  Any notice which is mailed or published in the      
manner herein provided shall be conclusively presumed to have been duly         
given, whether or not the Holder receives the notice.                           

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In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impracticable to mail notice to the           
Issuer when such notice is required to be given pursuant to any provision       
of this Indenture, then any manner of giving such notice as shall be            
reasonably satisfactory to the Trustee shall be deemed to be a sufficient       
giving of such notice.                                                          

 SECTION 11.5  Officer's Certificates and Opinions of Counsel;
Statements to Be Contained Therein.  Upon any application or demand by the      
Issuer to the Trustee to take any action under any of the provisions of         
this Indenture, the Issuer shall furnish to the Trustee an Officer's            
Certificate stating that all conditions precedent provided for in this          
Indenture relating to the proposed action have been complied with and an        
Opinion of Counsel stating that in the opinion of such counsel all such         
conditions precedent have been complied with, except that in the case of        
any such application or demand as to which the furnishing of such documents     
is specifically required by any provision of this Indenture relating to         
such particular application or demand, no additional certificate or opinion     
need be furnished.                                                              

  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or         
covenant provided for in this Indenture shall include (a) a statement that      
the person making such certificate or opinion has read such covenant or         
condition, (b) a brief statement as to the nature and scope of the              
examination or investigation upon which the statements or opinions              
contained in such certificate or opinion are based, (c) a statement that,       
in the opinion of such person, he has made such examination or                  
investigation as is necessary to enable him to express an opinion as to         
whether or not such covenant or condition has been complied with and (d) a      
statement as to whether or not, in the opinion of such person, such             
condition or covenant has been complied with.                                   

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

     Any certificate, statement or opinion of an officer of the Issuer
or of counsel may be based, insofar as it relates to accounting matters,        

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upon a certificate or opinion of or representations by an accountant or         
firm of accountants in the employ of the Issuer, unless such officer or         
counsel, as the case may be, knows that the certificate or opinion or           
representations with respect to the accounting matters upon which his           
certificate, statement or opinion may be based as aforesaid are erroneous,      
or in the exercise of reasonable care should know that the same are             
erroneous.                                                                      

Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a              
statement that such firm is independent.                                        

  SECTION 11.6  Payments Due on Saturdays, Sundays and Holidays.
If the date of maturity of interest on or principal of the Securities of        
any series or any Coupons appertaining thereto, the last day on which a         
Holder has the right to convert his Security at a particular Conversion         
Price, or the date fixed for redemption or repayment of any such Security       
or Coupon shall not be a Business Day, then payment of interest or              
principal and the actions required by Section 13.2 in order to convert a        
Security at a particular Conversion Price need not be made on such date,        
but may be made on the next succeeding Business Day with the same force and     
effect as if made on the date of maturity or the date fixed for redemption      
or such last day for conversion, and  (in the case of payment) no interest      
shall accrue for the period after such date.                                    

   SECTION 11.7  Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939.  If any provision hereof limits, qualifies or            
conflicts with a provision of the Trust Indenture Act of 1939 which is          
required under such Act to be a part of and govern this Indenture, the          
latter provision shall control.  If any provision of this Indenture             
modifies or excludes any provision of the Trust Indenture Act of 1939 which     
may be so modified or excluded, the latter provision shall be deemed to         
apply to this Indenture as so modified or to be excluded, as the case may       
be.                                                                             

  SECTION 11.8  New York Law to Govern.  This Indenture and each
Security and Coupon shall be deemed to be a contract under the laws of the      
State of New York, and for all purposes shall be construed in accordance        
with the laws of such State, except as may otherwise be required by man-        
datory provisions of law.                                                       

  SECTION 11.9  Counterparts.  This Indenture may be executed in
any number of counterparts, each of which shall be an original; but such        
counterparts shall together constitute but one and the same instrument.         

SECTION 11.10  Effect of Headings.  The Article and Section 
headings herein and the Table of Contents are for convenience only and          
shall not affect the construction hereof.                                       

SECTION 11.11  Securities in a Foreign Currency or in ECU.  
Unless otherwise specified in an Officer's Certificate delivered pursuant       

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to Section 2.3 of this Indenture with respect to a particular series of         
Securities, whenever for purposes of this Indenture any action may be taken     
by the Holders of a specified percentage in aggregate principal amount of       
Securities of all series or all series affected by a particular action at       
the time Outstanding and, at such time, there are Outstanding Securities of     
any series which are denominated in a coin or currency other than Dollars       
(including ECUs), then the principal amount of Securities of such series        
which shall be deemed to be Outstanding for the purpose of taking such          
action shall be that amount of Dollars that could be obtained for such          
amount at the Market Exchange Rate.  For purposes of this Section 11.11,        
Market Exchange Rate shall mean the noon Dollar buying rate in New York         
City for cable transfers of that currency published by the Federal Reserve      
Bank of New York; provided, however, in the case of ECUs, Market Exchange       
Rate shall mean the rate of exchange determined by the Commission of the        
European Communities (or any successor thereto) as published in the             
Official Journal of the European Communities (such publication or any           
successor publication, the "Journal").  If such Market Exchange Rate is not     
available for any reason with respect to such currency, the Trustee shall       
use, in its sole discretion and without liability on its part, such             
quotation of the Federal Reserve Bank of New York or, in the case of ECUs,      
the rate of exchange as published in the Journal, as of the most recent         
available date, or quotations or, in the case of ECUs, rates of exchange        
from one or more major banks in The City of New York or in the country of       
issue of the currency in question, which for purposes of the ECU shall be       
Brussels, Belgium, or such other quotations or, in the case of ECU, rates       
of exchange as the Trustee shall deem appropriate.  The provisions of this      
paragraph shall apply in determining the equivalent principal amount in         
respect of Securities of a series denominated in a currency other than          
Dollars in connection with any action taken by Holders of Securities            
pursuant to the terms of this Indenture, including, without limitation, any     
determination contemplated in Section 5.1(f) or (g).                            

 All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the       
preceding paragraph shall be in its sole discretion and shall, in the           
absence of manifest error, be conclusive to the extent permitted by law for     
all purposes and irrevocably binding upon the Issuer and all Holders.           

SECTION 11.12  Judgment Currency.  The Issuer agrees, to the
fullest extent that it may effectively do so under applicable law, that (a)     
if for the purpose of obtaining judgment in any court it is necessary to        
convert the sum due in respect of the principal of or interest on the           
Securities of any series (the "Required Currency") into a currency in which     
a judgment will be rendered (the "Judgment Currency"), the rate of exchange     
used shall be the rate at which in accordance with normal banking               
procedures the Trustee could purchase in The City of New York the Required      
Currency with the Judgment Currency on the day on which final unappealable      
judgment is entered, unless such day is not a New York Banking Day, then,       
to the extent permitted by applicable law, the rate of exchange used shall      
be the rate at which in accordance with normal banking procedures the           
Trustee could purchase in The City of New York the Required Currency with       

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the Judgment Currency on the New York Banking Day preceding the day on          
which a final unappealable judgment is entered, and (b) its obligations         
under this Indenture to make payments in the Required Currency (i) shall        
not be discharged or satisfied by any tender, or any recovery pursuant to       
any judgment (whether or not entered in accordance with subsection (a)), in     
any currency other than the Required Currency, except to the extent that        
such tender or recovery shall result in the actual receipt, by the payee,       
of the full amount of the Required Currency expressed to be payable in          
respect of such payments, (ii) shall be enforceable as an alternative or        
additional cause of action for the purpose of recovering in the Required        
Currency the amount, if any, by which such actual receipt shall fall short      
of the full amount of the Required Currency so expressed to be payable and      
(iii) shall not be affected by judgment being obtained for any other sum        
due under this Indenture.  For purposes of the foregoing, "New York Banking     
Day" means any day except a Saturday, Sunday or a legal holiday in The City     
of New York or a day on which banking institutions in The City of New York      
are authorized or required by law or executive order to close.                  

ARTICLE TWELVE    

REDEMPTION OF SECURITIES; SINKING FUNDS AND OPTION    
TO PURCHASE ON CHANGE OF CONTROL    

   SECTION 12.1  Applicability of Article.  The provisions of this
Article shall be applicable to the Securities of any series which are           
redeemable before their maturity, to any sinking fund for the retirement of     
Securities of a series or as to which Holders have the option to require        
the Issuer to repurchase such Securities upon a Change of Control except,       
in each case, as otherwise specified as contemplated by Section 2.3 for         
Securities of such series.                                                      

    SECTION 12.2  Notice of Redemption; Partial Redemptions.  Notice
of redemption to the Holders of Registered Securities of any series to be       
redeemed as a whole or in part at the option of the Issuer shall be given       
by mailing notice of such redemption by first class mail, postage prepaid,      
at least 30 days and not more than 60 days prior to the date fixed for          
redemption to such Holders of Securities of such series at their last           
addresses as they shall appear upon the registry books.  Notice of              
redemption to the Holders of Unregistered Securities to be redeemed as a        
whole or in part, who have filed their names and addresses with the Trustee     
pursuant to Section 4.4(c)(ii), shall be given by mailing notice of such        
redemption, by first class mail, postage prepaid, at least 30 days and not      
more than 60 days prior to the date fixed for redemption, to such Holders       
at such addresses as were so furnished to the Trustee (and, in the case of      
any such notice given by the Issuer, the Trustee shall make such                
information available to the Issuer for such purpose).  Notice of               
redemption to all other Holders of Unregistered Securities shall be             
published in an Authorized Newspaper in the Borough of Manhattan, The City      
of New York and in an Authorized Newspaper in London (and, if required by       
Section 3.7, in an Authorized Newspaper in Luxembourg), in each case, once      

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in each of three successive calendar weeks, the first publication to be not     
less than 30 nor more than 60 days prior to the date fixed for redemption.      
Any notice which is mailed in the manner herein provided shall be               
conclusively presumed to have been duly given, whether or not the Holder        
receives the notice.  Failure to give notice by mail, or any defect in the      
notice to the Holder of any Security of a series designated for redemption      
as a whole or in part shall not affect the validity of the proceedings for      
the redemption of any other Security of such series.                            

  The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be      
redeemed, the date fixed for redemption, the redemption price, the place or     
places of payment, that payment will be made upon presentation and              
surrender of such Securities and, in the case of Securities with Coupons        
attached thereto, of all Coupons appertaining thereto maturing after the        
date fixed for redemption, that such redemption is pursuant to the              
mandatory or optional sinking fund, or both, if such be the case, that          
interest accrued to the date fixed for redemption will be paid as specified     
in such notice, that on and after said date interest thereon or on the          
portions thereof to be redeemed will cease to accrue and, in the case of        
convertible Securities, the current Conversion Price and the date on which      
the right to convert such Securities or portions thereof into Common Stock      
will expire and the place or places where such Securities may be                
surrendered for conversion.  In case any Security of a series is to be          
redeemed in part only the notice of redemption shall state the portion of       
the principal amount thereof to be redeemed and shall state that on and         
after the date fixed for redemption, upon surrender of such Security, a new     
Security or Securities of such series in principal amount equal to the          
unredeemed portion thereof will be issued.                                      

The notice of redemption of Securities of any series to be  
redeemed at the option of the Issuer shall be given by the Issuer or, at        
the Issuer's request, by the Trustee in the name and at the expense of the      
Issuer.                                                                         

On or before the redemption date specified in the notice of 
redemption given as provided in this Section, the Issuer will deposit with      
the Trustee or with one or more paying agents (or, if the Issuer is acting      
as its own paying agent, set aside, segregate and hold in trust as provided     
in Section 3.4) an amount of money sufficient to redeem on the redemption       
date all the Securities of such series so called for redemption at the          
appropriate redemption price, together with accrued interest to the date        
fixed for redemption.  The Issuer will deliver to the Trustee at least 70       
days prior to the date fixed for redemption an Officer's Certificate            
stating the aggregate principal amount of Securities to be redeemed.  In        
case of a redemption at the election of the Issuer prior to the expiration      
of any restriction on such redemption, the Issuer shall deliver to the          
Trustee, prior to the giving of any notice of redemption to Holders             
pursuant to this Section, an Officer's Certificate stating that such            
restriction has been complied with.                                             

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   If less than all the Securities of a series are to be redeemed,
the Trustee shall select, in such manner as it shall deem appropriate and       
fair, Securities of such Series to be redeemed in whole or in part.             
Securities may be redeemed in part in multiples equal to the minimum            
authorized denomination for Securities of such series or any multiple           
thereof.  The Trustee shall promptly notify the Issuer in writing of the        
Securities of such series selected for redemption and, in the case of any       
Securities of such series selected for partial redemption, the principal        
amount thereon to be redeemed.  For all purposes of this Indenture, unless      
the context otherwise requires, all provisions relating to the redemption       
of Securities of any series shall relate, in the case of any Security           
redeemed or to be redeemed only in part, to the portion of the principal        
amount of such Security which has been or is to be redeemed.  If any            
Security selected for partial redemption is converted in part after such        
selection, the converted portion of such Security shall be deemed (so far       
as may be) to be the portion to be selected for redemption.  The Securities     
(or portions thereof) so selected shall be deemed duly selected for             
redemption for all purposes hereof, notwithstanding that any such Security      
is converted in whole or in part before the giving of the notice of             
redemption.  Upon any redemption of less than all the Securities, the           
Company and the Trustee may treat as outstanding any Securities surrendered     
for conversion during the period 15 days next preceding the giving of a         
notice of redemption and need not treat as outstanding any Security             
authenticated and delivered during such period in exchange for the              
unconverted portion of any Security converted in part during such period.       

  SECTION 12.3  Payment of Securities Called for Redemption.  If
notice of redemption has been given as above provided, the Securities or        
portions of Securities specified in such notice shall become due and            
payable on the date and at the place stated in such notice at the               
applicable redemption price, together with interest accrued to the date         
fixed for redemption, and on and after said date (unless the Issuer shall       
default in the payment of such Securities at the redemption price, together     
with interest accrued to said date) interest on the Securities or portions      
of Securities so called for redemption shall cease to accrue, and the unma-     
tured Coupons, if any, appertaining thereto shall be void, and, except as       
provided in Sections 6.5 and 10.4, such Securities shall cease from and         
after the date fixed for redemption to be entitled to any benefit or            
security under this Indenture, and the Holders thereof shall have no right      
in respect of such Securities except the right to receive the redemption        
price thereof and unpaid interest to the date fixed for redemption.  On         
presentation and surrender of such Securities at a place of payment             
specified in said notice, together with all Coupons, if any, appertaining       
thereto maturing after the date fixed for redemption, said Securities or        
the specified portions thereof shall be paid and redeemed by the Issuer at      
the applicable redemption price, together with interest accrued thereon to      
the date fixed for redemption; provided that payment of interest becoming       
due on or prior to the date fixed for redemption shall be payable in the        
case of Securities with Coupons attached thereto, to the Holders of the         
Coupons for such interest upon surrender thereof, and in the case of            
Registered Securities, to the Holders of Registered Securities registered       

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as such on the relevant Record Date subject to the terms and provisions of      
Sections 2.3 and 2.7 hereof.                                                    

   If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly       
provided for, bear interest from the date fixed for redemption at the rate      
of interest or Yield to Maturity (in the case of an Original Issue Discount     
Security) borne by such Security.                                               

    If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after     
the date fixed for redemption, the surrender of such missing Coupon or          
Coupons may be waived by the Issuer and the Trustee, if there be furnished      
to each of them such security or indemnity as they may require to save each     
of them harmless.                                                               

Upon presentation of any Security redeemed in part only, the
Issuer shall execute and the Trustee shall authenticate and deliver to or       
on the order of the Holder thereof, at the expense of the Issuer, a new         
Security or Securities of such series, of authorized denominations, in          
principal amount equal to the unredeemed portion of the Security so             
presented.                                                                      

  SECTION 12.4  Exclusion of Certain Securities from Eligibility
for Selection for Redemption.  Securities shall be excluded from                
eligibility for selection for redemption if they are identified by              
registration and certificate number in an Officer's Certificate delivered       
to the Trustee at least 40 days prior to the last date on which notice of       
redemption may be given as being owned of record and beneficially by, and       
not pledged or hypothecated by either (a) the Issuer or (b) an entity           
specifically identified in such written statement as directly or indirectly     
controlling or controlled by or under direct or indirect common control         
with the Issuer.                                                                

    SECTION 12.5  Mandatory and Optional Sinking Funds.  The minimum
amount of any sinking fund payment provided for by the terms of the             
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 the Securities of any series is herein referred to as an           
"optional sinking fund payment".  The date on which a sinking fund payment      
is to be made is herein referred to as the "sinking fund payment date".         

   In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at     
its option (a) deliver to the Trustee Securities of such series theretofore     
purchased or otherwise acquired (except upon redemption pursuant to the         
mandatory sinking fund) by the Issuer or receive credit for Securities of       
such series (not previously so credited) theretofore purchased or otherwise     
acquired (except as aforesaid) by the Issuer and delivered to the Trustee       
for cancellation pursuant to Section 2.10, (b) receive credit for optional      
sinking fund payments (not previously so credited) made pursuant to this        

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Section, (c) receive credit for Securities of such series (not previously       
so credited) redeemed by the Issuer through any optional redemption provi-      
sion contained in the terms of such series or (d) receive credit for any        
Securities converted by the Holder thereof into Common Stock.  Securities       
so delivered or credited shall be received or credited by the Trustee at        
the sinking fund redemption price specified in such Securities.                 

On or before the 60th day next preceding each sinking fund  
payment date for any series, the Issuer will deliver to the Trustee an          
Officer's Certificate (which need not contain the statements required by        
Section 11.5) (a) specifying the portion of the mandatory sinking fund          
payment to be satisfied by payment of cash and the portion to be satisfied      
by credit of Securities of such series and the basis for such credit, (b)       
stating that none of the Securities of such series has theretofore been so      
credited and the basis for such credit, (c) stating that no defaults in the     
payment of interest or Events of Default with respect to such series have       
occurred (which have not been waived or cured) and are continuing and (d)       
stating whether or not the Issuer intends to exercise its right to make an      
optional sinking fund payment with respect to such series and, if so,           
specifying the amount of such optional sinking fund payment which the           
Issuer intends to pay on or before the next succeeding sinking fund payment     
date.  Any Securities of such series to be credited and required to be          
delivered to the Trustee in order for the Issuer to be entitled to credit       
therefor as aforesaid which have not theretofore been delivered to the          
Trustee shall be delivered for cancellation pursuant to Section 2.10 to the     
Trustee with such Officer's Certificate (or reasonably promptly thereafter      
if acceptable to the Trustee).  Such Officer's Certificate shall be             
irrevocable and upon its receipt by the Trustee the Issuer shall become         
unconditionally obligated to make all the cash payments or payments therein     
referred to, if any, on or before the next succeeding sinking fund payment      
date.  Failure of the Issuer, on or before any such 60th day, to deliver        
such Officer's Certificate and Securities specified in this paragraph, if       
any, shall not constitute a default but shall constitute, on and as of such     
date, the irrevocable election of the Issuer (i) that the mandatory sinking     
fund payment for such series due on the next succeeding sinking fund            
payment date shall be paid entirely in cash without the option to deliver       
or credit Securities of such series in respect thereof and (ii) that the        
Issuer will make no optional sinking fund payment with respect to such          
series as provided in this Section.                                             

     If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date       
plus any unused balance of any preceding sinking fund payments made in cash     
shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or      
ECU) or a lesser sum in Dollars (or the equivalent thereof in any Foreign       
Currency or ECU) if the Issuer shall so request with respect to the             
Securities of any particular series, such cash shall be applied on the next     
succeeding sinking fund payment date to the redemption of Securities of         
such series at the sinking fund redemption price together with accrued          
interest to the date fixed for redemption.  If such amount shall be $50,000     
(or the equivalent thereof in any Foreign Currency or ECU) or less and the      

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Issuer makes no such request then it shall be carried over until a sum in       
excess of $50,000 (or the equivalent thereof in any Foreign Currency or         
ECU) is available.  The Trustee shall select, in the manner provided in         
Section 12.2, for redemption on such sinking fund payment date a sufficient     
principal amount of Securities of such series to absorb said cash, as           
nearly as may be, and shall (if requested in writing by the Issuer) inform      
the Issuer of the serial numbers of the Securities of such series (or           
portions thereof) so selected.  Securities shall be excluded from               
eligibility for redemption under this Section if they are identified by         
registration and certificate number in an Officer's Certificate delivered       
to the Trustee at least 60 days prior to the sinking fund payment date as       
being owned of record and beneficially by, and not pledged or hypothecated      
by either (a) the Issuer or (b) an entity specifically identified in such       
Officer's Certificate as directly or indirectly controlling or controlled       
by or under direct or indirect common control with the Issuer.  The             
Trustee, in the name and at the expense of the Issuer (or the Issuer, if it     
shall so request the Trustee in writing) shall cause notice of redemption       
of the Securities of such series to be given in substantially the manner        
provided in Section 12.2 (and with the effect provided in Section 12.3) for     
the redemption of Securities of such series in part at the option of the        
Issuer.  The amount of any sinking fund payments not so applied or              
allocated to the redemption of Securities of such series shall be added to      
the next cash sinking fund payment for such series and, together with such      
payment, shall be applied in accordance with the provisions of this             
Section.  Any and all sinking fund moneys held on the stated maturity date      
of the Securities of any particular series (or earlier, if such maturity is     
accelerated), which are not held for the payment or redemption of               
particular Securities of such series shall be applied, together with other      
moneys, if necessary, sufficient for the purpose, to the payment of the         
principal of, and interest on, the Securities of such series at maturity.       

     On or before each sinking fund payment date, the Issuer shall pay
to the Trustee in cash or shall otherwise provide for the payment of all        
interest accrued to the date fixed for redemption on Securities to be           
redeemed on the next following sinking fund payment date.                       

The Trustee shall not redeem or cause to be redeemed any    
Securities of a series with sinking fund moneys or give any notice of           
redemption of Securities for such series by operation of the sinking fund       
during the continuance of a default in payment of interest on such              
Securities or of any Event of Default except that, where the giving of          
notice of redemption of any Securities shall theretofore have been made,        
the Trustee shall redeem or cause to be redeemed such Securities, provided      
that it shall have received from the Issuer a sum sufficient for such           
redemption.  Except as aforesaid, any moneys in the sinking fund for such       
series at the time when any such default or Event of Default shall occur,       
and any moneys thereafter paid into the sinking fund, shall, during the         
continuance of such default or Event of Default, be deemed to have been         
collected under Article Five and held for the payment of all such               
Securities.  In case such Event of Default shall have been waived as            
provided in Section 5.10 or the default cured on or before the 60th day         

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preceding the sinking fund payment date in any year, such moneys shall          
thereafter be applied on the next succeeding sinking fund payment date in       
accordance with this Section to the redemption of such Securities.              

   SECTION 12.6  Purchase of Securities by the Issuer at Option of
the Holder upon Change of Control.  (a)  If so provided in a Board              
Resolution, Officer's Certificate or supplemental indenture hereto provided     
pursuant to Section 2.3 with respect to the Securities of any series, the       
Holder of a Security of such series shall have the right, if at any time        
there shall have occurred a Change of Control, at the option of the Holder      
thereof, to require the Issuer to purchase at the Change of Control             
Purchase Price, on the Change of Control Purchase Date, the Securities of       
such series, subject to satisfaction by or on behalf of the Holder of a         
Security of such series of the requirements set forth in Section 12.6(c).       

    (b)  Within 20 Business Days after the occurrence of a Change of
Control, the Issuer shall provide a written notice of Change of Control to      
the Trustee and to each Holder of a Security of any series or Coupon            
appertaining thereto (and to beneficial owners as required by applicable        
law) as provided in Section 11.4.  The Trustee shall be under no obligation     
to ascertain the occurrence of a Change of Control or give notice with          
respect thereto unless so requested by the Issuer, upon receipt of the          
written notice of Change of Control from the Issuer.  The Trustee may           
conclusively assume, in the absence of a written notice to the contrary         
from the Issuer, that no Change of Control has occurred.  The notice shall      
include a form of Change of Control Purchase Notice and shall state:            

 (1)  the events causing a Change of Control and the date such
Change of Control is deemed to have occurred for purposes of this     
Section 12.6;                                                         

(2)  the date by which the Change of Control Purchase Notice
pursuant to this Section 12.6 must be given;                          

(3)  the Change of Control Purchase Date;                   

(4)  the Change of Control Purchase Price;                  

(5)  the place to surrender the Securities of any series in 
exchange for the Change of Control Purchase Price;                    

   (6)  that the Change of Control Purchase Price for any Security
of any series as to which a Change of Control Purchase Notice has been
duly given and not withdrawn will be paid promptly following the later
of the Change of Control Purchase Date and the time of delivery of    
such Security;                                                        

(7)  the current Conversion Price;                          

(8)  that Securities of any series as to which a Change of  
Control Purchase Notice has been given may be converted prior to the  

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close of business on the Change of Control Purchase Date only if the  
Change of Control Purchase Notice has been withdrawn in accordance    
with the terms of this Indenture;                                     

 (9)  the procedures the holder must follow to exercise rights
under this Section 12.6;                                              

  (10) that Holders who wish to convert Securities of any series
must satisfy the requirements set forth in the Indenture; and         

    (11) the procedures for withdrawing a Change of Control Purchase
Notice.                                                               

(c)  A Holder may exercise its rights specified in Section  
12.6(a) upon delivery of a written notice of purchase (a "Change of Control     
Purchase Notice") to the Issuer at any time prior to the close of business      
on the Change of Control Purchase Date, stating:                                

    (1)  the certificate number of the Security that the Holder will
deliver to be purchased;                                              

  (2)  if the Security of any series is to be purchased in part,
the portion of the principal amount of the Security that the Holder   
will deliver to be purchased, which portion must be an authorized     
denomination for Securities of such series; and                       

    (3)  that such Security shall be purchased pursuant to the terms
and conditions specified in this Section 12.6.                        

The delivery of such Security in the case of Registered     
Securities and with all unmatured Coupons appertaining thereto in the case      
of Unregistered Securities, to the Issuer prior to, on or after the Change      
of Control Purchase Date (together with all necessary endorsements) at any      
of the offices or agencies to be maintained for such purpose by the Issuer      
pursuant to Section 3.2 shall be a condition to the receipt by the Holder       
of a Security of any series or Coupon appertaining thereto of the Change of     
Control Purchase Price therefor; provided that such Change of Control           
Purchase Price shall be so paid pursuant to this Section 12.6 only if the       
Security so delivered to the Issuer shall conform in all respects to the        
description thereof set forth in the related Change of Control Purchase         
Notice.                                                                         

  The Issuer shall purchase from the Holder thereof, pursuant to
this Section 12.6, a portion of a Security if the principal amount of such      
portion is an authorized denomination of Securities of such series.             
Provisions of this Indenture that apply to the purchase of all of a             
Security also apply to the purchase of such portion of such Security.           

Any purchase by the Issuer contemplated pursuant to the     
provisions of this Section 12.6 shall be consummated by the delivery of the     
consideration to be received by the Holder promptly following the later of      

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the Change of Control Purchase Date and the time of delivery of the             
Security.                                                                       

Notwithstanding anything herein to the contrary, any Holder 
delivering to the Issuer the Change of Control Purchase Notice shall have       
the right to withdraw such Change of Control Purchase Notice at any time        
prior to the close of business on the Change of Control Purchase Date by        
delivery of a written notice of withdrawal to the Issuer in accordance with     
Section 12.7.                                                                   

SECTION 12.7  Effect of Change of Control Purchase Notice;  
Withdrawal Notice.  (a)  Upon receipt by the Issuer of a Change of Control      
Purchase Notice, the Holder of the Security of any series or Coupon             
appertaining thereto in respect of which such Change of Control Purchase        
Notice was given shall (unless such Change of Control Purchase Notice is        
withdrawn as specified in the following two paragraphs or the Issuer fails      
to purchase such Securities on the Change of Control Purchase Date)             
thereafter be entitled to receive solely the Change of Control Purchase         
Price with respect to such Security.  Securities in respect of which a          
Change of Control Purchase Notice has been given by the Holder thereof may      
not be converted as provided in Article Thirteen on or after the date of        
the delivery of such Change of Control Purchase Notice unless such Change       
of Control Purchase Notice has first been validly withdrawn as specified in     
the following paragraph.                                                        

     (b)  A Change of Control Purchase Notice may be withdrawn (before
or after delivery by the Holder to the Issuer of the Security to which such     
Change of Control Purchase Notice relates) by means of a written notice of      
withdrawal delivered by the Holder to the office of the Issuer at any time      
prior to the close of business on the Change of Control Purchase Date           
specifying:                                                                     

   (1)  the certificate number of the Security in respect of which
such notice of withdrawal is being submitted,                         

   (2)  the principal amount of the Security with respect to which
such notice of withdrawal is being submitted, and                     

    (3)  the principal amount, if any, of such Security that remains
subject to the original Change of Control Purchase Notice and that has
been or will be delivered for purchase by the Issuer.                 

   (c)  There shall be no purchase of any Securities of any series
pursuant to Section 12.6 if there has occurred (prior to, on or after, as       
the case may be, the giving by the Holders of such Security of the required     
Change of Control Purchase Notice) and is continuing an Event of Default        
(other than a default in the payment of the Change of Control Purchase          
Price with respect to such Securities).  The Issuer will promptly return to     
the respective Holders thereof any Securities (x) with respect to which the     
Change of Control Purchase Notice has been withdrawn in compliance with         
this Indenture, or (y) held by it during the continuance of an Event of         

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Default (other than a default in the payment of the Change of Control           
Purchase Price with respect to such Securities).                                

     SECTION 12.8  Securities Purchased in Part.  Any Security that is
to be purchased pursuant to Section 12.6 only in part shall be surrendered      
at any of the offices or agencies to be maintained for such purpose by the      
Issuer pursuant to Section 3.2 (with, if the Issuer or the Trustee so           
requires, due endorsement by, or a written instrument of transfer in form       
satisfactory to the Issuer and the Trustee duly executed by the Holder          
thereof or such Holder's attorney duly authorized in writing) and the           
Issuer shall execute and the Trustee shall authenticate and deliver to the      
Holder of such Security, without service change, a new Security or              
Securities, of any authorized denomination as requested by such Holder in       
aggregate principal amount equal to, and in exchange for, the portion of        
the principal amount of the Security so surrendered that is not purchased.      

SECTION 12.9  Covenant to Comply with Securities Laws upon  
Purchase of Securities.  In connection with any offer to purchase or            
purchase of Securities under Section 12.6 hereof (provided that such offer      
or purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4     
(which term, as used herein, includes any successor provisions thereto)         
under the Exchange Act at the time of such offer or purchase), the Issuer       
shall (i) comply with Rule 13e-4 under the Exchange Act, (ii) file the          
related Schedule 13E-4 (or any successor schedule, form or report) under        
the Exchange Act and (iii) otherwise comply with all federal and state          
securities laws so as to permit the rights and obligations under                
Section 12.6 to be exercised to the greatest extent practicable in the time     
and in the manner specified in Section 12.6.                                    

ARTICLE THIRTEEN    

CONVERSION    

  SECTION 13.1  Conversion Privilege.  If so provided in a Board
Resolution, Officer's Certificate or supplemental indenture provided            
pursuant to Section 2.3 with respect to the Securities of any series, the       
Holder of a Security of such series shall have the right, at such Holder's      
option, to convert, in accordance with the terms of such series of              
Securities and this Article Thirteen, all or any part (in a denomination        
of, unless otherwise specified in a Board Resolution, Officer's Certificate     
or supplemental indenture with respect to Securities of such series, $1,000     
in principal amount or any integral multiple thereof) of such Security into     
shares of Common Stock specified in such Board Resolution, Officer's            
Certificate or supplemental indenture provided pursuant to Section 2.3 at       
any time or, as to any Securities called for redemption, at any time prior      
to the time and date fixed for such redemption (unless the Issuer shall         
default in the payment of the Redemption Price, in which case such right        
shall not terminate at such time and date).  The provisions of this Article     
Thirteen shall not be applicable to the Securities of a series unless           
otherwise specified in a Board Resolution, Officer's Certificate or             

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supplemental indenture provided pursuant to Section 2.3 with respect to the     
Securities of such series.                                                      

 SECTION 13.2  Conversion Procedure; Rescission of Conversion;
Conversion Price; Fractional Shares.  (a)  Each Security to which this          
Article Thirteen is applicable shall be convertible at the office of the        
Conversion Agent, and at such other place or places, if any, specified in a     
Board Resolution, Officer's Certificate or supplemental indenture provided      
pursuant to Section 2.3 with respect to the Securities of such series, into     
fully paid and nonassessable shares (calculated to the nearest 1/100th of a     
share) of Common Stock.  The Securities will be converted into shares of        
Common Stock at the Conversion Price therefor.  No payment or adjustment        
shall be made in respect of dividends on the Common Stock, or accrued           
interest on a converted Security except as described in Section 13.9.  The      
Issuer may, but shall not be required, in connection with any conversion of     
Securities, issue a fraction of a share of Common Stock, and, if the Issuer     
shall determine not to issue any such fraction, the Issuer shall, subject       
to Section 13.3(d), make a cash payment (calculated to the nearest cent)        
equal to such fraction multiplied by the Closing Price of the Common Stock      
on the last Trading Day prior to the date of conversion.                        

     (b)  Before any Holder of a Security shall be entitled to convert
the same into Common Stock, such Holder shall surrender such Security duly      
endorsed to the Issuer or in blank in the case of Registered Securities and     
with all unmatured Coupons appertaining thereto in the case of Unregistered     
Securities, at the office of the Conversion Agent or at such other place or     
places, if any, specified in a Board Resolution, Officer's Certificate or       
supplemental indenture provided pursuant to Section 2.3 with respect to the     
Securities of such series, and shall give written notice to the Issuer at       
said office or place that he elects to convert the same and shall state in      
writing therein the principal amount of Securities to be converted and the      
name or names (with addresses) in which he wishes the certificate or            
certificates for Common Stock to be issued; provided, however, that no          
Security or portion thereof shall be accepted for conversion unless the         
principal amount of such Security or such portion, when added to the            
principal amount of all other Securities or portions thereof then being         
surrendered by the Holder thereof for conversion, exceeds the then              
effective Conversion Price with respect thereto.  If more than one Security     
shall be surrendered for conversion at one time by the same Holder, the         
number of full shares of Common Stock which shall be deliverable upon           
conversion shall be computed on the basis of the aggregate principal amount     
of the Securities (or specified portions thereof to the extent permitted        
thereby) so surrendered.  Subject to the next succeeding sentence, the          
Issuer will, as soon as practicable thereafter, issue and deliver at said       
office or place to such Holder of a Security, or to his nominee or              
nominees, certificates for the number of full shares of Common Stock to         
which he shall be entitled as aforesaid, together, subject to the last          
sentence of paragraph (a) above, with cash in lieu of any fraction of a         
share to which he would otherwise be entitled.  The Issuer shall not be         
required to deliver certificates for shares of Common Stock while the stock     
transfer books for such stock or the Security register are duly closed for      

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any purpose, but certificates for shares of Common Stock shall be issued        
and delivered as soon as practicable after the opening of such books or         
Security register.  A Security shall be deemed to have been converted as of     
the close of business on the date of the surrender of such Security for         
conversion as provided above, and the person or persons entitled to receive     
the Common Stock issuable upon such conversion shall be treated for all         
purposes as the record Holder or Holders of such Common Stock as of the         
close of business on such date.  In case any Security shall be surrendered      
for partial conversion, the Issuer shall execute and the Trustee shall          
authenticate and deliver to or upon the written order of the Holder of the      
Securities so surrendered, without charge to such Holder (subject to the        
provisions of Section 13.8), a new Security or Securities in authorized         
denominations in an aggregate principal amount equal to the unconverted         
portion of the surrendered Security.                                            

  SECTION 13.3  Adjustment of Conversion Price for Common Stock.
Unless otherwise specified pursuant to Section 2.3, the Conversion Price        
with respect to any Security which is convertible into Common Stock shall       
be adjusted from time to time as follows:                                       

   (a)  In case the Issuer shall, at any time or from time to time
while any of such Securities are outstanding, (i) pay a dividend in   
shares of its Common Stock, (ii) combine its outstanding shares of    
Common Stock into a smaller number of shares or securities, (iii)     
subdivide its outstanding shares of Common Stock into a greater number
of securities or (iv) issue by reclassification of its shares of      
Common Stock any shares of capital stock of the Issuer, then the      
Conversion Price in effect immediately before such action shall be    
adjusted so that the Holders of such Securities, upon conversion      
thereof into Common Stock immediately following such event, shall be  
entitled to receive the kind and amount of shares of capital stock of 
the Issuer which they would have owned or been entitled to receive    
upon or by reason of such event if such Securities had been converted 
immediately before the record date (or, if no record date, the        
effective date) for such event.  An adjustment made pursuant to this  
subsection 13.3(a) shall become effective retroactively immediately   
after the record date in the case of a dividend or distribution and   
shall become effective retroactively immediately after the effective  
date in the case of a subdivision, combination or reclassification.   
If, as a result of an adjustment made pursuant to this subsection (a),
the Holder of any Security thereafter surrendered for conversion shall
become entitled to receive shares of two or more classes of capital   
stock or shares of Common Stock and other capital stock of the Issuer,
the Board of Directors (whose determination shall be conclusive and   
shall be described in a statement filed by the Issuer with the Trustee
and with any Conversion Agent (if a Person other than the Trustee) as 
soon as practicable) shall determine the allocation of the adjusted   
Conversion Price between or among shares of such classes of capital   
stock or shares of Common Stock and other capital stock.  For the     
purposes of this subsection 13.3(a), each Holder of Securities shall  
be deemed to have failed to exercise any right to elect the kind or   

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amount of securities receivable upon the payment of any such dividend,
subdivision, combination or reclassification (provided that if the    
kind or amount of securities receivable upon such dividend,           
subdivision, combination or reclassification is not the same for each 
nonelecting share, then the kind and amount of securities or other    
property receivable upon such dividend, subdivision, combination or   
reclassification for each nonelecting share shall be deemed to be the 
kind and amount so receivable per share by a plurality of the         
nonelecting shares).                                                  

   (b)  In case the Issuer shall, at any time or from time to time
while any of such Securities are Outstanding, issue rights or warrants
to all holders of shares of its Common Stock entitling them (for a    
period expiring within 45 days after the record date for such         
issuance) to subscribe for or purchase shares of Common Stock (or     
securities convertible into shares of Common Stock) at a price per    
share less than the Current Market Price of the Common Stock at such  
record date (treating the price per share of the securities           
convertible into Common Stock as equal to (x) the sum of (i) the price
for a unit of the security convertible into Common Stock plus (ii) any
additional consideration initially payable upon the conversion of such
security into Common Stock divided by (y) the number of shares of     
Common Stock initially underlying such convertible security), the     
Conversion Price with respect to such Securities shall be adjusted so 
that it shall equal the price determined by dividing the Conversion   
Price in effect immediately prior to the date of issuance of such     
rights or warrants by a fraction, the numerator of which shall be the 
number of shares of Common Stock Outstanding on the date of issuance  
of such rights or warrants plus the number of additional shares of    
Common Stock offered for subscription or purchase (or into which the  
convertible securities so offered are initially convertible), and the 
denominator of which shall be the number of shares of Common Stock    
Outstanding on the date of issuance of such rights or warrants plus   
the number of shares or convertible securities which the aggregate    
offering price of the total number of shares or convertible securities
so offered for subscription or purchase (or the aggregate purchase    
price of the convertible securities so offered plus the aggregate     
amount of any additional consideration initially payable upon         
conversion of such convertible securities into Common Stock) would    
purchase at such Current Market Price of the Common Stock.  Such      
adjustment shall be made successively whenever any such rights or     
warrants are issued and shall become effective retroactively          
immediately after the record date for the determination of            
stockholders entitled to receive such rights or warrants.  In         
determining whether any rights or warrants entitle the holders to     
subscribe for or purchase shares of Common Stock or securities        
convertible into Common Stock at less than the Current Market Price,  
and in determining the aggregate offering price of such shares of     
Common Stock or convertible securities, there shall be taken into     
account any consideration received by the Issuer for such rights or   
warrants and for such convertible securities, the value of such       

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consideration, if other than cash, to be determined by the Board of   
Directors (whose determination shall be conclusive and shall be       
described in a certificate filed with the Trustee and with any        
Conversion Agent (if a Person other than the Trustee) by the Issuer as
soon as practicable).  If at the end of the period during which such  
warrants or rights are exercisable not all such warrants or rights    
shall have been exercised, the adjusted Conversion Price shall be     
immediately readjusted to what it would have been based on the number 
of additional shares of Common Stock actually issued or the number of 
shares of Common Stock issuable upon conversion of convertible        
securities actually issued.                                           

   (c)  In case the Issuer shall, at any time or from time to time
while any of such Securities are Outstanding, distribute to all       
holders of shares of its Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Issuer 
is the continuing corporation and the Common Stock is not changed or  
exchanged) cash, evidences of its Indebtedness, assets (excluding (i) 
regular periodic cash dividends in amounts, if any, determined from   
time to time by the Board of Directors or (ii) dividends payable in   
shares of Common Stock for which adjustment is made under subsection  
13.3(a)), securities or rights or warrants to subscribe for or        
purchase securities of the Issuer (excluding those for which          
adjustment is made under Section 13.3(b)), then in each such case the 
Conversion Price with respect to such Securities shall be adjusted so 
that it shall equal the price determined by dividing the Conversion   
Price in effect immediately prior to the date of such distribution by 
a fraction, the numerator of which shall be the Current Market Price  
of the Common Stock on the record date referred to below, and the     
denominator of which shall be such Current Market Price of the Common 
Stock less the then fair market value (as determined by the Board of  
Directors of the Issuer, whose determination shall be conclusive) of  
the portion of the cash or assets or evidences of indebtedness or     
securities so distributed or of such subscription rights or warrants  
applicable to one share of Common Stock (provided that such           
denominator shall never be less than 1.0), provided, however, that no 
adjustment shall be made with respect to any distribution of rights to
purchase securities of the Issuer if a Holder of Securities would     
otherwise be entitled to receive such rights upon conversion at any   
time of such Securities into Common Stock unless such rights are      
subsequently redeemed by the Issuer, in which case such redemption    
shall be treated for purposes of this Section as a dividend on the    
Common Stock.  Such adjustment shall become effective immediately     
after the record date for the determination of stockholders entitled  
to receive such distribution; and in the event that such distribution 
is not so made, the Conversion Price shall again be adjusted to the   
\Conversion Price which would then be in effect if such record date   
had not been fixed.                                                   

  (d)  Notwithstanding anything in subsection (b) or (c) of this
Section 13.3 to the contrary, with respect to any rights or warrants  

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covered by subsection (b) or (c) of this Section 13.3, if such rights 
or warrants are only exercisable upon the occurrence of certain       
triggering events, then for purposes of this Section 13.3 such rights 
or warrants shall not be deemed issued or distributed, and any        
adjustment to the Conversion Price required by subsection (b) or (c)  
of this Section 13.3 shall not be made until such triggering events   
occur and such rights, warrants or options become exercisable.        

    (e)  In case the Issuer, after the date of this Indenture, shall
issue to an Affiliate shares of its Common Stock (excluding those     
rights, warrants, shares of capital stock or evidences of its         
Indebtedness or assets referred to in subsection (b) or (c) of this   
Section 13.3) at a net price per share less than the Current Market   
Price of the Common Stock on the date the Issuer fixes the offering   
price of such additional shares, the Conversion Price shall be reduced
immediately thereafter so that it shall equal the price determined by 
multiplying such Conversion Price in effect immediately prior thereto 
by a fraction of which the numerator shall be the number of shares of 
Common Stock outstanding immediately prior to the issuance of such    
additional shares plus the number of shares of Common Stock which the 
aggregate offering price of the total number of shares of Common Stock
so offered would purchase at the Current Market Price of the Common   
Stock and the denominator shall be the number of shares of Common     
Stock that would be outstanding immediately after the issuance of such
additional shares.  Such adjustment shall be made successively        
whenever such an issuance is made.  This subsection (e) shall not     
apply to Common Stock issued to any Affiliate under a bona fide       
employee or director benefit plan adopted by the Issuer or any        
Subsidiary thereof and approved by the Board of Directors of the      
Issuer or such Subsidiary, as appropriate.                            

  (f)  In case of the consummation of a tender or exchange offer
(other than an odd-lot tender offer) made by the Issuer or any        
Subsidiary of the Issuer for all or any portion of the Common Stock   
that involves the payment by the Issuer or such Subsidiary of         
consideration per share of Common Stock having a fair market value (as
determined by the Board of Directors, whose determination shall be    
conclusive and described in a resolution of the Board of Directors) at
the last time (the "Expiration Time") tenders or exchanges may be made
pursuant to such tender or exchange offer (as it shall have been      
amended) that exceeds the Current Market Price per share of Common    
Stock on the last Trading Day preceding the date on which the Issuer  
or such Subsidiary becomes irrevocably obligated to make such payment 
(the "Obligation Date") pursuant to such tender or exchange offer, the
Conversion Price shall be reduced so that the same shall equal the    
price determined by multiplying the Conversion Price in effect        
immediately prior to the Expiration Time by a fraction of which the   
numerator shall be the number of shares of Common Stock outstanding   
(including any tendered or exchanged shares) on the Expiration Time   
multiplied by the Current Market Price per share of Common Stock on   
the last Trading Day preceding the Obligation Date, and the           

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denominator shall be the sum of (A) the fair market value (determined 
as aforesaid) of the aggregate consideration payable to stockholders  
based on the acceptance (up to any maximum specified in the terms of  
the tender or exchange offer) of all shares validly tendered or       
exchanged and not withdrawn as of the Expiration Time (the shares     
deemed so accepted, up to any such maximum, being referred to as the  
"Purchased Shares") and (B) the product of the number of shares of    
Common Stock outstanding (less any Purchased Shares) on the Expiration
Time and the Current Market Price per share of Common Stock on the    
last Trading Day preceding the Expiration Time, such reduction to     
become effective immediately prior to the opening of business on the  
day following the Expiration Time.  Notwithstanding the foregoing, no 
adjustment shall be made to the Conversion Price pursuant to this     
Section 13.3(f) in respect of any purchases of Common Stock made by   
the Issuer or any Subsidiary of the Issuer (i) in accordance with past
practices pursuant to share repurchase programs authorized by the     
Board of Directors of the Issuer and any such Subsidiary, or (ii) in  
order to satisfy the obligations of the Issuer or any Subsidiary of   
the Issuer under any bona fide employee or non-employee director      
benefit plan of the Issuer or any such Subsidiary now or hereafter in 
effect, provided that any such purchase is made at or below the       
Current Market Price of the Common Stock on the trade date for such   
purchase.                                                             

(g)  The Issuer shall be entitled to make such additional   
adjustments in the Conversion Price, in addition to those required by 
subsections 13.3(a), 13.3(b), 13.3(c), 13.3(e) and 13.3(f), as shall  
be necessary in order that any dividend or distribution of Common     
Stock, any subdivision, reclassification or combination of shares of  
Common Stock or any issuance of rights or warrants referred to above  
shall not be taxable to the holders of Common Stock for United States 
federal income tax purposes.                                          

  (h)  In any case in which this Section 13.3 shall require that
any adjustment be made immediately following a record date or         
effective date, the Issuer may elect to defer (but only for five      
Trading Days following the filing of the statement referred to in     
Section 13.5) issuing to the Holder of any Securities converted after 
such record date or effective date the shares of Common Stock and     
other capital stock of the Issuer issuable upon such conversion over  
and above the shares of Common Stock issuable upon such conversion on 
the basis of the Conversion Price prior to adjustment and paying to   
such Holder any amount of cash in lieu of a fractional share;         
provided, however, that the Issuer shall deliver to such Holder a due 
bill or other appropriate instrument evidencing such Holder's right to
receive such additional shares upon the occurrence of the event       
requiring such adjustment.                                            

  (i)  All calculations under this Section 13.3 shall be made to
the nearest cent or one-hundredth of a share or security, with one-   

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half cent and .005 of a share, respectively, being rounded upward.    
Notwithstanding any other provision of this Section 13.3, the Issuer  
shall not be required to make any adjustment of the Conversion Price  
unless such adjustment would require an increase or decrease of at    
least 1% of such price.  Any lesser adjustment shall be carried       
forward and shall be made at the time of and together with the next   
subsequent adjustment which, together with any adjustment or          
adjustments so carried forward, shall amount to an increase or        
decrease of at least 1% in such price.  Any adjustments under this    
Section 13.3 shall be made successively whenever an event requiring   
such an adjustment occurs.                                            

    (j)  In the event that at any time, as a result of an adjustment
made pursuant to this Section 13.3, the Holder of any Security        
thereafter surrendered for conversion shall become entitled to receive
any shares of stock of the Issuer other than shares of Common Stock   
into which the Securities originally were convertible, the Conversion 
Price of such other shares so receivable upon conversion of any such  
Security shall be subject to adjustment from time to time in a manner 
and on terms as nearly equivalent as practicable to the provisions    
with respect to Common Stock contained in subparagraphs (a) through   
(j) of this Section 13.3, and the provisions of Sections 13.1, 13.2   
and 13.4 through 13.9 with respect to the Common Stock shall apply on 
like or similar terms to any such other shares and the determination  
of the Board of Directors as to any such adjustment shall be          
conclusive.                                                           

  (k)  No adjustment shall be made pursuant to this Section 13.3
(i) if the effect thereof would be to reduce the Conversion Price     
below the par value (if any) of the Common Stock, if any, or (ii)     
subject to subsection 13.3(i) hereof, with respect to any Security    
that is converted prior to the time such adjustment otherwise would be
made.                                                                 

SECTION 13.4  Consolidation or Merger of the Issuer.  Unless
otherwise specified pursuant to Section 2.3, in case of either (a) any          
consolidation or merger to which the Issuer is a party, other than a merger     
or consolidation in which the Issuer is the surviving or continuing             
corporation and which does not result in a reclassification of, or change       
(other than a change in par value or from par value to no par value or from     
no par value to par value, as a result of a subdivision or combination) in,     
Outstanding shares of Common Stock or (b) any sale or conveyance of all or      
substantially all of the property and assets of the Issuer to another           
Person, then each Security then Outstanding shall be convertible from and       
after such merger, consolidation, sale or conveyance of property and assets     
into the kind and amount of shares of stock or other securities and             
property (including cash) receivable upon such consolidation, merger, sale      
or conveyance by a holder of the number of shares of Common Stock into          
which such Securities would have been converted immediately prior to such       
consolidation, merger, sale or conveyance, subject to adjustments which         

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shall be as nearly equivalent as may be practicable to the adjustments          
provided for in this Article Thirteen (and assuming such holder of Common       
Stock failed to exercise his rights of election, if any, as to the kind or      
amount of securities, cash or other property (including cash) receivable        
upon such consolidation, merger, sale or conveyance (provided that, if the      
kind or amount of securities, cash or other property (including cash)           
receivable upon such consolidation, merger, sale or conveyance is not the       
same for each nonelecting share, then the kind and amount of securities,        
cash or other property (including cash) receivable upon such consolidation,     
merger, sale or conveyance for each nonelecting share shall be deemed to be     
the kind and amount so receivable per share by a plurality of the               
nonelecting shares or securities)).  The Issuer shall not enter into any of     
the transactions referred to in clause (a) or (b) of the preceding sentence     
unless effective provision shall be made so as to give effect to the            
provisions set forth in this Section 13.4.                                      

  SECTION 13.5  Notice of Adjustment.  Whenever an adjustment in
the Conversion Price with respect to a series of Securities is required:        

  (1)  the Issuer shall forthwith place on file with the Trustee
and any Conversion Agent for such Securities a certificate of the     
Treasurer of the Issuer, stating the adjusted Conversion Price        
determined as provided herein and setting forth in reasonable detail  
such facts as shall be necessary to show the reason for and the manner
of computing such adjustment, such certificate to be conclusive       
evidence that the adjustment is correct; and                          

     (2)  a notice stating that the Conversion Price has been adjusted
and setting forth the adjusted Conversion Price shall forthwith be    
mailed, first class postage prepaid, by the Issuer to the Holders of  
record of Outstanding Registered Securities designated for adjustment 
and to the Holders of Unregistered Securities designated for          
adjustment, who have filed their names and addresses with the Trustee 
pursuant to Section 4.4(c)(ii), to such Holders at such addresses as  
were so furnished to the Trustee (and, in the case of any such notice 
given by the Issuer, the Trustee shall make such information available
to the Issuer for such purpose).  Notice of adjustment to all other   
Holders of Unregistered Securities shall be published in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and in an 
Authorized Newspaper in London (and, if required by Section 3.7, in an
Authorized Newspaper in Luxembourg), in each case, once in each of    
three successive calendar weeks.  Any notice which is mailed in the   
manner herein provided shall be conclusively presumed to have been    
duly given, whether or not the Holder receives the notice.  Failure to
give notice by mail or publication, or any defect in the notice to the
Holder of any Security of a series designated for adjustment shall not
affect the validity of the proceedings for the adjustment of any other
Security of such series.                                              

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The Issuer may correct any previous certificate and notice given pursuant       
to this Section 13.5 by (i) promptly filing with the Trustee and any            
Conversion Agent other than the Trustee a new certificate in the form           
required by this Section 13.5 and (ii) giving a new notice to the Holders       
of Securities in the form and manner required by this Section 13.5.  Such       
new certificate and notice shall state that such certificate and notice are     
being provided to correct the previous certificate and notice.  Except as       
otherwise provided in Section 6.1, neither the Trustee nor any Conversion       
Agent shall be under any duty or responsibility with respect to the             
certificate required by this Section 13.5 except to exhibit the same to any     
Holder of Securities who requests to inspect it.  The certificate required      
by this Section 13.5 shall be filed at each office or agency maintained for     
the purposes of conversion of Securities pursuant to Section 3.2.               

SECTION 13.6  Notice in Certain Events.  In case:           

    (1)  of a consolidation or merger to which the Issuer is a party
and for which approval of any stockholders of the Issuer is required, 
or of the sale or conveyance to another person or entity or group of  
persons or entities acting in concert as a partnership, limited       
partnership, syndicate or other group (within the meaning of Rule 13d-
3 under the Exchange Act) of all or substantially all of the property 
and assets of the Issuer, or                                          

    (2)  of the voluntary or involuntary dissolution, liquidation or
winding up of the Issuer; or                                          

 (3)  of any action triggering an adjustment of the Conversion
Price pursuant to this Article Thirteen;                              

then, in each case, the Issuer shall cause to be filed with the Trustee and     
the Conversion Agent for the applicable Securities, and shall give to the       
Holders of applicable Securities, at least 15 days prior to the applicable      
date hereinafter specified, a notice stating (x) the date on which a record     
is to be taken for the purpose of any distribution or grant of rights or        
warrants triggering an adjustment to the Conversion Price pursuant to this      
Article Thirteen, or, if a record is not to be taken, the date as of which      
the holders of record of Common Stock entitled to such distribution, rights     
or warrants are to be determined, or (y) the date on which any                  
reclassification, consolidation, merger, sale, conveyance, dissolution,         
liquidation or winding up triggering an adjustment to the Conversion Price      
pursuant to this Article Thirteen is expected to become effective, and the      
date as of which it is expected that holders of Common Stock of record          
shall be entitled to exchange their Common Stock for securities or other        
property deliverable upon such reclassification, consolidation, merger,         
sale, conveyance, dissolution, liquidation or winding up.  Such notice          
shall be given to Holders of Registered Securities in the manner provided       
in Section 11.4 and to Holders of Unregistered Securities who have filed        
their names and addresses with the Trustee pursuant to Section 4.4(c)(ii),      

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by mailing such notice, by first class mail, postage prepaid, at least 15       
days prior to the applicable date specified above, to such Holders at such      
addresses as were so furnished to the Trustee (and, in the case of any such     
notice given by the Issuer, the Trustee shall make such information             
available to the Issuer for such purpose).  Notice of adjustment to all         
other Holders of Unregistered Securities shall be published in an               
Authorized Newspaper in the Borough of Manhattan, The City of New York and      
in an Authorized Newspaper in London (and, if required by Section 3.7, in       
an Authorized Newspaper in Luxembourg), in each case, once in each of three     
successive calendar weeks, the first publication to be not less than 15         
days prior to the applicable date specified above.  Any notice which is         
mailed in the manner herein provided shall be conclusively presumed to have     
been duly given, whether or not the Holder receives the notice.                 

Failure to give such notice or any defect therein shall not 
affect the legality or validity of the proceedings described in clauses         
(1), (2) or (3) of this Section 13.6.                                           

 SECTION 13.7  Issuer to Reserve Stock; Registration; Listing.
(a)  The Issuer shall at all times reserve and keep available, free from        
preemptive rights, out of its authorized but unissued shares of Common          
Stock for the purpose of effecting the conversion of the Securities, such       
number of its duly authorized shares of Common Stock as shall from time to      
time be sufficient to effect the conversion of all applicable outstanding       
Securities into such Common Stock at any time (assuming that, at the time       
of the computation of such number of shares or securities, all such             
Securities would be held by a single Holder); provided, however, that           
nothing contained herein shall preclude the Issuer from satisfying its          
obligations in respect of the conversion of the Securities by delivery of       
purchased shares of Common Stock which are held in the treasury of the          
Issuer.  The Issuer shall from time to time, in accordance with the laws of     
the State of Maryland, use its best efforts to cause the authorized amount      
of the Common Stock to be increased if the aggregate of the authorized          
amount of the Common Stock remaining unissued and the issued shares of such     
Common Stock in its treasury (other than any such shares reserved for           
issuance in any other connection) shall not be sufficient to permit the         
conversion of all Securities.                                                   

   (b)  If any shares of Common Stock which would be issuable upon
conversion of Securities hereunder require registration with or approval of     
any governmental authority before such shares or securities may be issued       
upon such conversion, the Issuer will in good faith and as expeditiously as     
possible endeavor to cause such shares or securities to be duly registered      
or approved, as the case may be.  The Issuer will endeavor to list the          
shares of Common Stock required to be delivered upon conversion of the          
Securities prior to such delivery upon the principal national securities        
exchange upon which the outstanding Common Stock is listed at the time of       
such delivery.                                                                  

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    SECTION 13.8  Taxes on Conversion.  The Issuer shall pay any and
all documentary, stamp or similar issue or transfer taxes that may be           
payable in respect of the issue or delivery of shares of Common Stock on        
conversion of Securities pursuant hereto.  The Issuer shall not, however,       
be required to pay any such tax which may be payable in respect of any          
transfer involved in the issue or delivery of shares of Common Stock or the     
portion, if any, of the Securities which are not so converted in a name         
other than that in which the Securities so converted were registered, and       
no such issue or delivery shall be made unless and until the person             
requesting such issue has paid to the Issuer the amount of such tax or has      
established to the satisfaction of the Issuer that such tax has been paid.      

  SECTION 13.9  Conversion After Record Date.  If any Securities
are surrendered for conversion subsequent to the Record Date preceding an       
interest payment date but on or prior to such interest payment date (except     
Securities called for redemption on a redemption date between such Record       
Date and interest payment date), the Holder of such Securities at the close     
of business on such Record Date shall be entitled to receive the interest       
payable on such Securities on such interest payment date notwithstanding        
the conversion thereof.  Securities surrendered for conversion during the       
period from the close of business on any Record Date next preceding any         
interest payment date to the opening of business on such interest payment       
date shall (except in the case of Securities which have been called for         
redemption on a redemption date within such period) be accompanied by           
payment in New York Clearing House funds or other funds acceptable to the       
Issuer of an amount equal to the interest payable on such interest payment      
date on the Securities being surrendered for conversion.  Except as             
provided in this Section 13.9, no adjustments in respect of payments of         
interest on Securities surrendered for conversion or any dividends or           
distributions or interest on the Common Stock, issued upon conversion shall     
be made upon the conversion of any Securities.                                  

 SECTION 13.10  Corporate Action Regarding Par Value of Common
Stock.  Before taking any action which would cause an adjustment reducing       
the applicable Conversion Price below the then par value (if any) of the        
shares of Common Stock deliverable upon conversion of the Securities, the       
Issuer will take any corporate action which may, in the opinion of its          
counsel, be necessary in order that the Issuer may validly and legally          
issue fully paid and nonassessable shares of Common Stock at such adjusted      
Conversion Price.                                                               

 SECTION 13.11  Issuer Determination Final.  Any determination
that the Issuer or the Board of Directors must make pursuant to this            
Article Thirteen is conclusive.                                                 

    SECTION 13.12  Trustee's Disclaimer.  The Trustee has no duty to
determine when an adjustment under this Article should be made, how it          
should be made or what it should be.  The Trustee makes no representation       
as to the validity or value of any securities or assets issued upon             
conversion of Securities.  The Trustee shall not be responsible for the         

Issuer's failure to comply with this Article Thirteen.  Each Conversion         
Agent other than the Issuer shall have the same protection under this           
Section 13.12 as the Trustee.                                                   

93    

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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto        
affixed and attested, all as of July 10, 1995.                                  

              ALEX. BROWN INCORPORATED

           By /s/ A. B. Krongard
                    Title: Chief Executive Officer

Attest:                                                                         

By /s/ Robert F. Price                                                          
Secretary                                                         

            CHEMICAL BANK, TRUSTEE

             By /s/ Laurence O'Brien
        Vice President

Attest:                                                                         

By /s/ R. Lorenzen                                                              
Assistant Vice President                                          

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STATE OF MARYLAND        )                                                      
)  ss.:                       
BALTIMORE CITY           )                                                      

On this 21st day of August  1995 before me personally came  
A. B. Krongard, to me personally known, who, being by me duly sworn, did        
depose and say that he/she resides in Baltimore, Maryland that he/she           
is the Chief Executive Officer of Alex. Brown Incorporated, one of the          
corporations described in and which executed the above instrument; that         
he/she knows the corporate seal of said corporation; that the seal affixed      
to said instrument is such corporate seal; that it was so affixed by            
authority of the Board of Directors of said corporation, and that he/she        
signed his/her name thereto by like authority.                                  

[NOTARIAL SEAL]                                                                 

                                                   Notary Public
                                                  /s/ Barbara Murphy

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STATE OF NEW YORK        )                                                      
)  ss.:                       
COUNTY OF NEW YORK  )                                                           

On this 18th day of August, 1995 before me personally came  
Laurence O'Brien, to me personally known, who, being by me duly sworn, did      
depose and say that he resides in New York, New York that he is a Senior        
Trust Officer of Chemical Bank, one of the corporations described in and        
which executed the above instrument; that he knows the corporate seal of        
said corporation; that the seal affixed to said instrument is such cor-         
porate seal; that it was so affixed by authority of the Board of Directors      
of said corporation, and that he signed his name thereto by like authority.     

[NOTARIAL SEAL]                                                                 

                                                   Notary Public
                                                  /s/ Annabelle DeLuca

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		8/21/95
		7/10/95		1		101			S-3
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