[CONFORMED COPY]

                          GEORGIA-PACIFIC CORPORATION

                                       TO

                THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
                                                        TRUSTEE

                                   INDENTURE

                           DATED AS OF MARCH 1, 1983

<PAGE>

                               TABLE OF CONTENTS
                                                       Page
PARTIES...................................... .........1
RECITALS OF THE COMPANY.......... .....................1

                                  ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions::
            Act            ......................................2
            Affiliate; control ................................. 2
            Authenticating Agent ............................    2
            Board of Directors            .......................2
            Board Resolution ...............................     2
            Business Day ...... .............................    2
            Commission        ...................................2
            Company      ......................................  2
            Company Request; Company Order             ..........3
            Corporate Trust Office        .......................3
            corporation              ............................3
            Defaulted Interest ...............................   3
            Event of Default ................................    3
            Holder .........................................     3
            Indenture ......................................     3
            interest ........................................    3
            Interest Payment Date ...........................    4
            Investments ....................................     4
            Investments in Unrestricted Subsidiaries            .4
            Maturity  ......................................     4
            Net Tangible Assets      ............................4
            Officers' Certificate .............................. 4
            Opinion of Counsel ..............................    5
            Original Issue Discount Security      .........      5
            Outstanding ....................................     5
            Paying Agent ...................................     6
            Person .........................................     6
            Place of Payment ...............................     6
            Predecessor Security .............................   6
            Principal Property................      .............6
            Redemption Date ........................     ....... 7
            Redemption Price            .........................7
            Regular Record Date            ......................7
            Responsible Officer            ......................7
            Restricted Subsidiary            ....................7
            Securities             ..............................8
            Security Register and Security Registrar            .8
            Special Record Date            ......................8
            Stated Maturity            ..........................8
            Subsidiary            ...............................8
            Trustee            ..................................8
            Trust Indenture Act            ......................9
            Unrestricted Subsidiary            ..................9
            Vice President            ...........................9
SECTION 102.       Compliance Certificates and Opinions          9
SECTION 103.       Form of Documents Delivered to Trustee       10
SECTION 104.       Acts of Holders           ...................10
SECTION 105.       Notices, Etc., to Trustee and Company        11
SECTION 106.       Notice to Holders; Waiver            ........12
SECTION 107.       Conflict with Trust Indenture Act            12
SECTION 108.       Effect of Headings and Table of Contents     13
SECTION 109.       Successors and Assigns           ............13
SECTION 110.       Separability Clause           ...............13
SECTION 111.       Benefits of Indenture           .............13
SECTION 112.       Governing Law           .....................13
SECTION 113.       Legal Holidays           ....................13

                                  ARTICLE TWO
                                 SECURITY FORMS

SECTION 201.       Forms Generally           ...................14
SECTION 202.       Form of Face of Security           ..........14
SECTION 203.       Form of Reverse of Security           .......17
SECTION 204.       Form of Trustee's Certificate of 
                        Authentication                          22

                                 ARTICLE THREE
                                 THE SECURITIES

SECTION 301.       Amount Unlimited; Issuable in Series........22
SECTION 302.       Denominations          .....................24
SECTION 303.       Execution; Authentication, Delivery 
                        and Dating                             24
SECTION 304.       Temporary Securities          ..............25
SECTION 305.       Registration, Registration of Transfer 
                        and Exchange                           26
SECTION 306.       Mutilated, Destroyed, Lost and Stolen 
                        Securities                             27
SECTION 307.        Payment of Interest; Interest Rights 
                        Preserved                              28
SECTION 308.        Persons Deemed Owners             .........30
SECTION 309.        Cancellation            ...................30
SECTION 310.        Computation of Interest           .........30

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401.         Satisfaction and Discharge of Indenture   31
SECTION 402.         Application of Trust Money           .....32

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501.           Events of Default   ..............     32
SECTION 502.           Acceleration of Maturity; Rescission 
                        and Annulment                         34
SECTION 503.           Collection of Indebtedness and Suits      
                        for Enforcement By Trustee            35
SECTION 504.           Trustee May File Proofs of Claim ......36
SECTION 505.           Trustee May Enforce Claims without 
                        Possession of Securities              37
SECTION 506.           Application of Money Collected       ..37
SECTION 507.           Limitation on Suits      ..............38
SECTION 508.           Unconditional Right of Holder 
                       to Receive Principal, Premium and 
                       Interest                          .....39
SECTION 509.           Restoration of Rights and Remedies     39
SECTION 510.           Rights and Remedies Cumulative       ..39
SECTION 511.           Delay or Omission Not Waiver           39
SECTION 512.           Control by Holders                     40
SECTION 513.           Waiver of Past Defaults                40
SECTION 514.           Undertaking for Costs                  40
SECTION 515.           Waiver of Stay or Extension Laws       41

                                  ARTICLE SIX
                                  THE TRUSTEE

SECTION 601.           Certain Duties and Responsibilities    41
SECTION 602.           Notice of Defaults      ...............43
SECTION 603.           Certain Rights of Trustee        ......43
SECTION 604.           Not Responsible for Recitals or 
                        Issuance of Securities                44
SECTION 605.           May Hold Securities      ..............45
SECTION 606.           Money Held in Trust      ..............45
SECTION 607.           Compensation and Reimbursement   ......45
SECTION 608.           Disqualification; Conflicting 
                        Interests                             46
                        (a) Elimination of Conflicting 
                            Interest or Resignation           46
                        (b) Notice of Failure to Eliminate 
                            Conflicting Interest or Resign....46
                        (c) "Conflicting Interest" Defined  ..46
                        (d) Definitions of Certain Terms Used 
                            in This Section                   50
                        (e) Calculation of Percentages of 
                            Securities                        51
SECTION 609.           Corporate Trustee Required; Eligibility52
SECTION 610.           Resignation and Removal; Appointment of 
                        Successor                             52
SECTION 611.           Acceptance of Appointment by Successor 54
SECTION 612.           Merger, Conversion, Consolidation or 
                        Succession to Business............    56
SECTION 613.           Preferential Collection of Claims 
                        Against Company                       56
                        (a) Segregation and Apportionment 
                            of Certain Collections by Trustee, 
                            Certain Exceptions                56
                        (b) Certain Creditor Relationships 
                            Excluded from Segregation and 
                            Apportionment                     59
                        (c) Definitions of Certain Terms 
                            Used in This Section              60
SECTION 614.            Appointment of Authenticating Agent   61


                                 ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.           Company to Furnish Trustee Names and 
                        Addresses of Holders                  63
SECTION 702.           Preservation of Information; 
                        Communications to Holders             63
SECTION 703.           Reports by Trustee     ................65
SECTION 704.           Reports by Company   ..................67






                          GEORGIA-PACIFIC CORPORATION
Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated
                              as of March 1, 1983

Trust Indenture Act Section            Indenture Section
 Section310(a)(1).......................609
        (a)(2)..........................609
        (a)(3)..........................Not Applicable
        (a)(4)...........................Not Applicable
        (b)..............................608,610
 Section311(a)..........................613(a)
        (b).............................613(b)
        (b)(2)..........................703(a)(2), 703(b)
 Section312(a)..........................701, 702(a)
        (b).............................702(b)
        (c).............................702(c)
 Section313(a)..........................703(a)
        (b).............................703(b)
        (c).............................703(a), 703(b)
        (d).............................703(c)
 Section314(a)..........................704
        (b).............................Not Applicable
        (c)(1)  ........................102
        (c)(2) .........................102
        (c)(3) .........................Not Applicable
        (d) ............................Not Applicable
        (e) ............................102
 Section315(a).....................     601{a)
        (b) .......................     602, 703(a)(6)
        (c)... ....................     601(b)
        (d)........................     601(c)
        (d)(1) .........................601(a)(1)
        (d)(2)..........................601(c)(2)
        (d)(3) .........................601(c)(3)
        (e) ............................514
 Section316(a).....................     101
   (a)(1)(A) ...........................502, 512
   (a)(1)(B) ...........................513
   (a)(2) ..............................Not Applicable
   (b) .................................508
 Section317(a)(1) ......................503
   (a)(2) ..............................504
   (b) .................................1003
 Section318(a) .........................107
  Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.



                                       ARTICLE EIGHT
               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 801.    Company May Consolidate, etc., on 
                 Certain Terms..................................67
SECTION 802.    Securities to be Secured in Certain Events    ..68
SECTION 803.    Successor Corporation to be Substituted      ...68
SECTION 804.    Opinion of Counsel to be Given Trustee          69

                                  ARTICLE NINE
                            SUPPLEMENTAL INDENTURES

SECTION 901.    Supplemental Indentures without Consent 
                 of Holders                                     69
SECTION 902.    Supplemental Indentures with Consent 
                 of Holders                                     71
SECTION 903.    Execution of Supplemental Indentures            72
SECTION 904.    Effect of Supplemental Indentures               73
SECTION 905.    Conformity with Trust Indenture Act             73
SECTION 906.    Reference in Securities to Supplemental 
                 Indentures                                     73

                                  ARTICLE TEN
                                   COVENANTS

SECTION 1001.   Payment of Principal, Premium and Interest       73
SECTION 1002.   Maintenance of Office or Agency                  73
SECTION 1003.   Money for Securities Payments to Be Held 
                 in Trust                                        74
SECTION 1004.   Limitation on Liens                              76
SECTION 1005.   Limitation on Sale and Lease-Back                78
SECTION 1006.   Exemption from Limitation on Liens and Sale and
                 Lease-Back                                      80
SECTION 1007.   Statement by Officers as to Default              80
SECTION 1008.   Waiver of Certain Covenants                      80
SECTION 1009.   Applicability of Covenants                       81

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101.   Applicability of Article                         81
SECTION 1102.   Election to Redeem; Notice to Trustee            81
SECTION 1103.   Selection by Trustee of Securities to 
                 Be Redeemed                                     81
SECTION 1104.   Notice of Redemption                             82
SECTION 1105.   Deposit of Redemption Price                      83
SECTION 1106.   Securities Payable on Redemption Date            83
SECTION 1107.   Securities Redeemed in Part                      83

                                 ARTICLE TWELVE
                                 SINKING FUNDS

SECTION 1201.   Applicability of Article                         84
SECTION 1202.   Satisfaction of Sinking Fund Payments with 
                 Securities                                      84
SECTION 1203.   Redemption of Securities for Sinking Fund        85


                                ARTICLE THIRTEEN
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 1301.   Indenture and Securities Solely Corporate 
                 Obligations                                     85
TESTIMONIUM                    ..................................86
SIGNATURES AND SEALS                 ............................86
ACKNOWLEDGEMENTS               ..................................87

  INDENTURE, dated as of March 1, 1983, between GEORGIA-PACIFIC CORPORATION, a
corporation duly organized and existing under the laws of the State of Georgia
(herein called the "Company"), having its principal office at 133 Peachtree
Street, N.E., Atlanta, Georgia 30303, and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association duly organized and existing under
the laws of the United States of America, as Trustee (herein called the
"Trustee").

                            RECITALS OF THE COMPANY

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

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

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.

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

       (1) the terms defined in this Article have the meanings assigned to them
     in this Article and include the plural as well as the singular;
       (2) all other terms used herein which are defined in the Trust Indenture
     Act, either directly or by reference therein, have the meanings assigned to
     them therein;
       (3) all accounting terms not otherwise defined herein have the meanings
     assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date of such computation; and
       (4) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

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

  "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

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

  "Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

  "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

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

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

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

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

  "Company Request" or "Company Order" means a written request or order signed
in the name of the Company by its Chairman of the Board, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.
  
  "Corporate Trust Office" means the principal office of the Trustee in the
Borough of Manhattan, The City of New York at which at any particular time its
corporate trust business shall be administered except that with respect to
presentation of Securities for payment or for registration of transfer or
exchange, such term shall mean the office or agency of the Trustee at which at
any particular time its corporate agency business shall be administered.

  "corporation" includes corporations, associations, companies and business
trusts.

  "Defaulted Interest" has the meaning specified in Section 307. 
  
   "Event of Default" has the meaning specified in Section 501.

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

  "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 301; provided, however, that such term shall exclude, if more than
one Person is acting as a Trustee under this instrument, any provisions or terms
which relate solely to other series of Securities for which any such Person is
not Trustee, regardless of when such terms or provisions were adopted, and any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to
which such Person, as such Trustee, was not a party.

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

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

  "Investments" means all investments, whether by acquisition of stock or
indebtedness, or by loan, advance, transfer of property, capital contribution or
otherwise.

  "Investments in Unrestricted Subsidiaries" means Investments made by the
Company or by any Restricted Subsidiary in Unrestricted Subsidiaries, net of
Investments made by Unrestricted Subsidiaries in the Company or any Restricted
Subsidiary.  If any corporation which becomes a Restricted Subsidiary after the
date of this Indenture shall, at the time it becomes a Restricted Subsidiary,
have any Investments in an Unrestricted Subsidiary, such Investments shall be
deemed to be Investments made by the Company in such Unrestricted Subsidiary at
the time such corporation becomes a Restricted Subsidiary, in the amount at
which such Investments are then carried on the books of such corporation.  If
any corporation shall become an Unrestricted Subsidiary after the date of this
Indenture, the Investments of the Company and its Restricted Subsidiaries in
such corporation shall be deemed to be Investments made at the time such
corporation becomes an Unrestricted Subsidiary, in the amount at which such
Investments are then carried on the books of the Company and its Restricted
Subsidiaries.

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

  "Net Tangible Assets" means, at any date, the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities, (b) any item representing Investments in
Unrestricted Subsidiaries and (c) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles, all
of the foregoing as set forth on the then most recent consolidated balance sheet
of the Company and its Subsidiaries and computed in accordance with generally
accepted accounting principles.

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

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

  "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pur-suant to Section 502.

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

     (i) Securities theretofore cancelled by the Trustee or delivered to the
  Trustee for cancellation;
     
     (ii) Securities for whose payment or redemption money in the necessary
  amount has been theretofore deposited with the Trustee or any Paying Agent
  (other than the Company) in trust or set aside and segregated in trust by the
  Company (if the Company shall act as its own Paying Agent) for the Holders of
  such Securities; provided that, if such Securities are to be redeemed, notice
  of such redemption has been duly given pursuant to this Indenture or
  provision therefor satisfactory to the Trustee has been made; and
     
     (iii) Securities which have been paid pursuant to Section 306 or in
  exchange for or in lieu of which other Securities have been authenticated and
  delivered pursuant to this Indenture, other than any such Securities in
  respect of which there shall have been presented to the Trustee proof
  satisfactory to it that such Securities are held by a bona fide purchaser in
  whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver here-under and for the
purpose of making the calculation required by Section 703(a), (a) the principal
amount of an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, and (b) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice.
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

  "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.

  "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
  
  "Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

  "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

   "Principal Property" means any mill, manufacturing plant, manufacturing
facility or timberlands, owned by the Company and/or one or more Restricted
Subsidiaries and located within the continental United States of America;
provided that the term "Principal Property" shall not include: (a) any such
mill, plant, facility or timberlands or portion thereof (i) which is financed by
obligations issued by a State, a Territory, or a possession of the United States
of America, or any political subdivision of any of the foregoing, or the
District of Columbia, the interest on which is excludable from gross income of
the holders thereof pursuant to the provisions of Section 103 (a) (1) (but only
if by reason of Section 103 (b)(4)(E) or (F)) of the Internal Revenue Code (or
any successor to such provision) as in effect at the time of the issuance of
such obligations, or (ii) which in the opinion of the Board of Directors is not
of material importance to the total business conducted by the Company and its
Restricted Subsidiaries, considered as a whole; or (b) any timberlands
designated by the Company's Board of Directors as being held primarily for
development and/or sale rather than for the production of timber; or (c) any
minerals or mineral rights.

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

  "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

  "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

  "Restricted Subsidiary" means any Subsidiary (i) substantially all of the
property of which is located within the continental United States of America and
(ii) which itself, or with the Company and/or one or more other Restricted
Subsidiaries, owns a Principal Property.

  "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture; provided. however, that if at any time there is more than one
Person acting as Trustee under this instrument, "Securities" with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this instrument and shall more particularly mean Securities
authenticated and delivered under this instrument; exclusive, however, of
Securities of any series as to which such Person is not Trustee.
  
  "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

  "Special Record Date" for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 307.

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

  "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries
and which is consolidated in the Company's accounts. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

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

  "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.

  "Unrestricted Subsidiary" means any Subsidiary of the Company other than a
Restricted Subsidiary.
  
  "Vice President", when used with respect to the Company or the Trustee, means
any vice president, whether or not designated by a number or a word or words
added before or after the title "vice president".

SECTION 102. Compliance Certificates and Opinions.

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

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

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

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

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

SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

SECTION 104. Acts of Holders.
 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and
where it is hereby expressly required, to the Company.  Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the Company
and any agent of the Trustee or of the Company, if made in the manner provided
in this Section.

  (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof.  Where such execution is
by a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

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

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

SECTION 105. Notices, Etc., to Trustee and Company.

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

       (1) the Trustee by any Holder or by the Company shall be sufficient for
     every purpose hereunder if made, given, furnished or filed in writing to or
     with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
     Division, or

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

SECTION 106. Notice to Holders; Waiver.

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

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

SECTION 107. Conflict with Trust Indenture Act.

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

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

  In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111. Benefits of Indenture.

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

SECTION 112. Governing Law.

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

SECTION 113. Legal Holidays.

  In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.
 
                                  ARTICLE TWO
                                 SECURITY FORMS

SECTION 201. Forms Generally.
  
  The Securities of each series shall be in substantially the forms set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities. as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.
  
  The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article.
  
  The definitive Securities 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, as evidenced by their execution of such
Securities.


                          GEORGIA-PACIFIC CORPORATION

No.                                                             $

  GEORGIA-PACIFIC CORPORATION, a Georgia corporation (hereinafter referred to
as the "Company"), for value received, hereby promises to pay to
, or registered assigns, the principal sum of                     Dollars on
[If the Security is to bear interest prior to Maturity, insert--and to pay
interest thereon from              or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually
on        and      in each year, commencing                            ,
at the rate of% per annum, until the principal hereof is
paid or made available for payment [If applicable insert--, and (to the extent
that the payment of such interest shall be legally enforceable) at the rate of
    % per annum on any overdue principal and premium and on any overdue
---
installment of interest]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
hereinafter referred to, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the ............ or
 ............ (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.]
[If the Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of    % per annum (to the extent that the payment of such
                        ---
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment or such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of    % per annum (to the extent that the payment of such
                        ---
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]
  Payment of the principal of (and premium, if any) and [if applicable, insert-
-any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debt [if applicable,
insert--; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].
  Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
  Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:

                         GEORGIA-PACIFIC CORPORATION

                              BY:
                                   ----------------------

Attest:

SECTION 203. Form of Reverse of Security.

        This Security is one of a duly authorized issue of securities of the
 Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of March 1, 1983 (herein called the "Indenture"),
between the Company and The Chase Manhattan Bank (National Association), as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture with respect to the series of Securities of which this
Security is a part), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [limited in aggregate principal amount to 
$         ].
[lf applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days notice by mail.
[if applicable. insert--(l) on in any year commencing with the
year and ending with the year through operation of the sinking
fund for this series at a Redemption Price equal to     % of the principal
                                                    ---
amount, and (2)] at any time [on or after ............... 19..], as a whole or
in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount):  If redeemed [on or before
 .%, and if redeemed] during the 12-month period ending of the years indicated.

               REDEMPTION                         REDEMPTION
          Year      Price                    Year            Price



and thereafter at a Redemption Price equal to ...% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)l with accrued interest to
the Redemption Date, but interest instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[If applicable, insert--The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by mail (1) on _____ in any
year commencing with the year .......and ending with the year    through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after ......... ], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below: if redeemed during the 12-month period ending   of the years indicated.

                 Redemption Price
              For Redemption  Redemption Price For
            Through Operation Redemption Otherwise
                  of the     Than Through Operation
    Year       Sinking Fund   of the Sinking Fund
    ----       ------------   -------------------



and thereafter at a Redemption Price equal to ... % of the principal, amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

   [Notwithstanding the foregoing, the Company may not, prior to .... , redeem
 any
Securities of this series as contemplated by [Clause (2) of the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of money borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than .. % per annum.]  
   
   [The sinking fund for this series provides for the redemption on .... in
each 
year beginning with the year ... and ending with the year ... of [not less
than] 
$.. [("mandatory sinking fund") and not more than l.. ] aggregate principal
 amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made [--in the
inverse order in which they become due.]
   
   In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.
  
  [If the Security is not an Original Issue Discount Security,--If an Event of
Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.]
  
  [If the Security is an Original Issue Discount Security,--If an Event of
Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal to--insert formula for determining the amount. Upon payment (i)
of the amount of principal so declared due and payable and (ii) of interest on
any overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.l]
  
  [If applicable, insert--The covenants set forth in Sections... of the
Indenture shall not be applicable to the Securities of this series.]
  
  The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trusts with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all the Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
  
  No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
  
  As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

   The Securities of this series are issuable only in registered form without
coupons in denominations of $     and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination. as
requested by the Holder surrendering the same.
  
  No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
  
  Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue. and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
  
  All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

SECTION 204. Form of Trustee's Certificate of Authentication.
     
     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

               THE  CHASE MANHATTAN BANK (NATIONAL ASSOCIATION ).
                         as Trustee


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

                                 ARTICLE THREE
                                 THE SECURITIES

SECTION 301. Amount Unlimited: Issuable in Series.

  The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.
  
  The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series.

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

     (2) any limit upon the aggregate principal amount of the Securities of the
  series which may be authenticated and delivered under this Indenture (except
  for Securities authenticated and delivered upon registration of transfer of,
  or in exchange for, or in lieu of, other Securities of the series pursuant to
  Section 304, 305, 306, 906 or 1107);

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

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

     (5) the place or places where the principal of (and premium, if any) and
  interest, if any, on Securities of the series shall be payable:

     (6) the period or periods within which, the price or prices at which and
  the terms and conditions upon which Securities of the series may be redeemed,
  in whole or in part, at the option of the Company;

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

     (8) if other than denominations of $1,000 and any integral multiple
  thereof, the denominations in which Securities of the series shall be
  issuable;
     
     (9) if other than the principal amount thereof, the portion of the
  principal amount of Securities of the series which shall be payable upon
  declaration of acceleration of the Maturity thereof pursuant to Section 502
  or the method by which such portion shall be determined; and

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

  All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers' Certificate or in any such
indenture supplemental hereto.

  If any of the terms of the series are established by action taken pursuant to
a Board Resolution. a copy of an appropriate record of such action shall be
certified by the Secretary, or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 302. Denominations.

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

SECTION 303. Execution, Authentication, Delivery and Dating.

  The Securities shall be executed on behalf of the Company by its Chairman of
the Board, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.
  
  Securities bearing the manual or facsimile signatures of individuals who were
at the time of the execution thereof the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.
  
  At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securitie, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

       (a) if the form of such Securities has been established by or pursuant
       to Board Resolution as permitted by Section 201, that such form has been
       established in conformity with the provisions of this Indenture;

       (b) if the teams of such Securities have been established by or pursuant
       to Board Resolution as permitted by Section 301, that such terms have
       been established in conformity with the provisions of this Indenture;
       and

       (c) that such Securities, when authenticated and delivered by the
       Trustee and issued by the Company in the manner and subject to any
       conditions specified in such Opinion of Counsel will constitute valid
       and legally binding obligations of the Company, enforceable in
       accordance with their terms, subject to bankruptcy, insolvency,
       reorganization and other laws of general applicability relating to or
       affecting the enforcement of creditors' fights and to general equity
       principles, regardless of' whether such enforceability is considered in
       a proceeding at equity or law.

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

  Each Security shall be dated the date of its authentication.

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

SECTION 304. Temporary Securities.

  Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographer, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions. substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.
  
  If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securites of such series shall be exchangeable for definitive Securities of such
series upon surrender of the temporary Securities of such series at the office
or agency of the Company in a Place of Payment for that series, without charge
to the Holder. Upon surrender for cancel-lation of any one or more temporary
Securities of any series the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations. Until so
exchanged the temporary Securi-ties of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

SECTXON 305. Registration. Registration of Transfer and Exchange.

  The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which. subject to such
reasonable regulations as it may prescribe. the Company shall provide for the
registration of Securities and of transfers of Securi-ties. The Trustee i$
hereby initially appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

  Upon surrender for registration of transfer of any Security of any series at
the office or agency in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal
amount.
  
  At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange. the Company shall execute. and the Trustee shall authenticate and
deliver. the Securities which the Holder making the exchange is entitled to
receive.

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

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

  No service charge shall be made for any registration of transfer or exchange
of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.

  The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Sec-tion 1103 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.
SECTION 306. Mutilated. Destroyed, Lost and Stolen Securities.

  If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously ouutanding.

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

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

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

  Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.
  
  The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replace-ment or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest: Interest Rights Preserved.
  
  Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.
  
  Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (heroin
called "Defaulted Interest") shall. if such interest remains unpaid for a period
of 30 days, forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:
  
  (1) The Company may elect to make payment of any Defaulted Interest to the
  Persons in whose names the Securities of such series (or their respective
  Predecessor Securities) are registered at the close of business on a Special
  Record Date for the payment of such Defaulted Interest, which shall be fixed
  in the following manner. The Company shall notify the Trustee in writing of
  the amount of Defaulted Interest proposed to be paid on each Security of such
  series and the date of the proposed payment, and at the same time the Company
  shall deposit with the Trustee an amount of money equal to 'the aggregate
  amount proposed to be paid in respect of such Defaulted Interest or shall
  make arrangemenu satisfactory to the Trustee for such deposit prior to the
  date of the proposed payment, such money when deposited to be held in trust
  for the benefit of the Persons entitled to such Defaulted Interest as in this
  clause provided. Thereupon the Trustee shall fix a Special Record Date for
  the payment of such Defaulted Interest which shall be not more than 15 days
  and not less than 10 days prior to the date of the proposed payment and not
  less than l0 days after the receipt by the Trustee or the notice of the
  proposed payment. The Trustee shall promptly notify the Company of such
  Special Record Date and, in the name and at the expense or the Company, shall
  cause notice of the proposed payment of such Defaulted Interest and the
  Special Record Date therefor to be mailed, first-class postage prepaid. to
  each Holder of Securities of such series at his address as it appears in the
  Security Register. not less than 10 days prior to such Special Record Date.
  Notice of the proposed payment of such Defaulted Interest and the Special
  Record Date therefor having been so mailed, such Defaulted Interest shall be
  paid to the Persons in whose names the Securities of such series (or their
  respective Predecessor Securities) are registered at the close of business on
  such Special Record Date and shall no longer be payable pursuant to the
  following clause (2).
     
     (2) The Company may make payment of any Defaulted Interest on the
  Securities of any series in any other lawful manner not incon-sistent with
  the requiremenu of any securities exchange on which such Securities may be
  listed. and upon such notice as may be required by such exchange, if. after
  notice given by the Company to the Trustee of the proposed payment pursuant
  to this clause. such manner of payment shall be deemed practicable by the
  Trustee.

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

SECTION 308. Persons Deemed Owners.
  
  Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 307) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Com-pany or the Trustee shall be affected by
notice to the contrary.

SECTION 309. Cancellation.
  
  All Securities surrendered for payment, redemption, registration of transfer
or exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee. be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order and the Trustee shall deliver a certificate of
destruction to the Company.

SECTION 310. Computation of Interest.
  Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a year of twelve 30-day months.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.
  
  This Indenture shall upon Company Request cease to be of further effect with
respect to any series of Securities (except as to any surviving rights of
registration of transfer or exchange of Securities of such series herein
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction .and discharge of this
Indenture as to such series, when
       ( 1 ) either
          (A) all Securities of such series theretofore authenticated and
       delivered (other than (i) Securities which have been destroyed, lost or
       stolen and which have been replaced or paid as provided in Section 306
       and (ii) Securities for whose payment money has theretofore been
       deposited in trust or segregated and held in trust by the Company and
       thereafter repaid to the Com-pany or discharged .from such trust. as
       provided in Section 1003) have been delivered to the Trustee for
       cancellation; or
          (B) all such Securities not theretofore delivered to the Trustee for
       cancellation
            (i) have become due and payable, or
            (ii) will become due and payable at their Stated Maturity within
          one year, or
            (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giv-ing of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company,
       and the Company, in the case of (i), (ii) or (iii) above, has deposited
       or caused to be 'deposited with the Trustee as trust funds in trust for
       the purpose an amount sufficient to pay and discharge the entire
       indebtedness on such Securities not thereto-fore delivered to the
       Trustee for cancellation. for principal (and premium. if any) and
       interest to the date of such deposit (in the case of Securities which
       have become due and payable) or to the Stated Maturity or Redemption
       Date. as the case may be;

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

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

  Notwithstanding the satisfaction and discharge of this Indenture. the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and. if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section. the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

  Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment. either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto. of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                 ARTICLE FIVE
                                   REMEDIES            

SECTION 501. Events of Default.
  
  "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order. rule or regulation of any administrative or governmental body):

       (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days: or
    
      (2) default in the payment of the principal of (or premium, if any, on) 
      any Security of that series at its Maturity; or

      (3) default in the performance, or breach, of any covenant or warranty 
      of the Company in this Indenture (other than a covenant or warranty a 
      default in whose performance or whose breach is elsewhere in this Section 
      specifically dealt with or which has expressly been included in this
 Indenture 
      solely for the benefit of series of Securities other than that series), 
      and continuance of such default or breach for a period of 90 days 
      after there has been given, by registered or certified mail, to the
 Company 
      by the Trustee or to the Company and the Trustee by the Holders of at
 least 
      25% in principal amount of the Outstanding Securities of that series a 
      written notice specifying such default or breach and requiring it to be 
      remedied and stating that such notice is a "Notice of Default" hereunder: 
      or
      
      (4) the entry by a court having jurisdiction in the premises of (A) 
      a decree or order for relief in respect of the Company in an involuntary 
      cue or proceeding under any applicable Federal or State bankruptcy, 
      insolvency, reorganization or other similar law or (B) a decree or order 
      adjudging the Company a bankrupt or insolvent, or approving as properly
 filed 
      a petition seeking reorganization, arrangement, adjustment or composition 
      of or in respect of the Company under any applicable Federal or State
 law, 
      or appointing a custodian, receiver, liquidator, assignee, trustee
, sequestrator 
      or other similar official of the Company or of any substantial part of
 its 
      property, or ordering the winding up or liquidation of its affairs, and
 the 
      continuance of any such decree or order for relief or any such other
 decree 
      or order unstayed and in effect for a period of 60 consecutive days; or

      (5) the commencement by the Company of a voluntary case or proceeding
 under
      any applicable Federal, or State bankruptcy, insolvency, reorganization or
      other similar law or of any other case or proceeding to be adjudicated a
      bankrupt or insolvent, or the consent by it to the entry of a decree or
 order
      for relief in respect of the Company in an involuntary case or proceeding
      under any applicable Federal or State bankruptcy, insolvency,
 reorganization
      or other similar law or to the commencement of any bankruptcy or
 insolvency
      case or proceeding against it. or the filing by it of a petition or
 answer or
      consent seeking reorganization or relief under any applicable Federal or
      State law, or the consent by it to the filing of such petition or to the
      appointment of or taking possession by a custodian, receiver, liquidator,
      assignee, trustee, sequestrator or similar official of the Company or of
 any
      substantial part of its property, or the making by it of an assignment for
      the benefit of creditors, or the admission by it in writing of its
 inability
      to pay its debts generally as they become due; or

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

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

  If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or spccifcd portion thereof:) shall
become immediately due and payable.
  
  At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if
     
     (1) the Company has paid or deposited with the Trustee a sum sufficient to
  pay

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

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

          (C) to the extent that payment of such interest is lawful, interest 
          upon overdue interest at the rate or rates prescribed therefor in 
          such Securities, and
  
          (D) all sums paid or advanced by the Trustee hereunder and the
 reasonable
          compensation, expenses, disbursements and advances of the Trustee,
 its agents
          and counsel;

     (2) all Events of Default with respect to Securities of that series, other
  than the non-payment of the principal of Securities of that series which have
  become due solely by such declaration of acceleration, have been cured or
  waived as provided in Section 513.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by
  Trustee.
  
  The Company covenants that if
     
     (1) default is made in the payment of any interest on any Security when
  such interest becomes due and payable and such default continues for a period
  of 30 days, or
     
     (2) default is made in the payment of the principal of (or premium, if any,
  on) any Security at the Maturity thereof,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, inter-est on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the cosU and expenses of
collection, including the reasonable compensation. expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

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

SECTION 504. Trustee May File Proofs of Claim.
  
  In case of the pendency of any receivership, insolvency, liquidation.
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors. the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered. by intervention in such proceeding or otherwise,
       
       (i) to file and prove a claim for the whole amount of principal. or such
     portion of the principal amount of any series of Original Issue Discount
     Securities as may be specified in the terms of such series. (and premium.
     if any) and interest owing and unpaid in respect of the Securitie~ and to
     file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee. its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and
       
       (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and. in the event that the
Trustee shall consent to the making of such payments directly to the Holders. to
pay to the Trustee any amount due it for the reasonable compensation, expenses.
disbursements and advances of the Trustee. its agents and counsel, and any other
amounts due the Trustee under Section 607.
  
  Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 505. Trustee May Enforce Claims without Possession of Securities.
  
  All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable tompen-sation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. Application of Money Collected.
  
  Any money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal (or premium, if any)
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:
       
       FIRST: To the payment of all amounts due the Trustee under Section 607;
     and
       
       SECOND: TO the payment of the amounts then due and unpaid
  for principal of (and premium. if any) and interest on the Securities in
  respect of which or for the benefit of which such money has been collected.
  ratably, without preference or priority of any kind, according to the
  amounts due and payable on such Securities for principal (and premium, if
  any) and interest, respectively.

SECTION 507. Limitation on Suits.

  No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

     (1) such Holder has previously given written notice to the Trust-ee of a
  continuing Event of Default with respect to the Securities of that series;

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

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

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

       (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any fight in any manner whatever by virtue of. or by availing of, any provision
of this Indenture to affect. disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner heroin provided and for the equal and ratable benefit of all of such
Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal.
  Premium and Interest.
  
  Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.
  
  If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively tO their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.
  
  Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to bc exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, b~ cumulative and in
addition to every other fight and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

   No delay or omission of the Trustee or of any Holders of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time. and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

SECTION 512. Control by Holders.
  
  The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, provided that
     
     (1) such direction shall not be in conflict with any rule of law or with
  this Indenture, and
     
     (2) the Trustee may take any other action deemed proper by the Trustee
  which is not inconsistent with such direction.

SECTION 513. Waiver of Past Defaults.
  
  The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect
to such series and its consequences, except a default
     
     (l) in the payment of the principal of (or premium, if any) or interest on
  any Security of such series, or
  
     (2) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected. 

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

SECTION 514. Undertaking for Costs.

   All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party "2, 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
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securi-ties of such series, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption. on or
after the Redemption Date).

SECTION 515. Waiver of Stay or Extension Laws.
  
  The Company covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE SIX
                                  THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.
       
       (a) Except during the continuance of an Event of Default,
       
       (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and
  
       (2) in the absence of bad faith on its part, the Trustee may conclusively
  rely, as to the truth of the statements and the correctness of the opinions
  expressed therein. upon certificates or opinions furnished to the Trustee and
  conforming to the requirements of this Indenture; but in the case of any such
  certificates or opinions which by any provision hereof are specifically
  required to be furnished to the Trustee, the Trustee shall be under a duty to
  examine the same to determine whether or not they conform to the requirements
  of this Indenture.
  
  (b) In case an Event of Default with respect to Securities of any series has
occurred and is continuing, the Trustee shall with respect to such Securities
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

  (c) 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

     (1) this Subsection shall not bc construed to limit the effect of
  Subsection (a) of this Section;
     
     (2) the Trustee shall not be liable for any error of judgment made in good
  faith by a Responsible Officer, unless it shall be proved that the Trustee
  was negligent in ascertaining the pertinent facts;

     (3) 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 of a majority in principal amount of the Outstanding Securities
  of any series, determined as provided in Section 512. 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 with respect to the Securities of such series; and

       (4) no provision of this Indenture shall require the Trustee to expond
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers. tf tt shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     Hability is not reasonably assured to it.
   
   (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602. Notice of Defaults.
  
  Within 90 days after the occurrence of any default hereunder with respect to
the Securities of any series, the Trustee shall transmit by mail to all Holders
of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
instalment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in
Section 501 (4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.  For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

SECTION 603. Certain Rights of Trustee.
     
     Subject to the provisions of Section 601:
       (a) the Trustee may rely and shall be protected in acting or refraining
     from acting upon any resolution, certificate, statement, instrument,
     opinion, report, notice, request, direction, consent, order, bond,
     debenture, note, other evidence of indebtedness or other paper or document
     believed by it to be genuine and to have been signed or presented by the
     proper party or parties;
       (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

      (c) whenever in the administration of this Indenture the Trustee shall
  deem it desirable that a matter be proved or established prior to taking,
  suffering or omitting any action hereunder, the Trustee (unless other
  evidence be herein specifically prescribed) may, in the absence of bad faith
  on its part. rely upon an Officers' Certificate:
     (d) the Trustee may consult with counsel and the written advice of such
  counsel or any Opinion of Counsel shall be full and complete authorization
  and protection in respect of any action taken, suffered or omitted by it
  hereunder in good faith and in reliance thereon;
     (e) the Trustee shall be under no obligation to exercise any of the fights
  or powers vested in it by this Indenture at the request or direction of any
  of the Holders pursuant to this Indenture, unless such Holders shall have
  offered to the Trustee reasonable security or indemnity against the costs,
  expenses and liabilities which might be incurred by it in compliance with
  such request or direction;
     (f) the Trustee shall not be bound to make any investigation into the facts
  or matters stated in any resolution, certificate, statement, instrument,
  opinion, report, notice, request, direction, consent, order, bond, debenture,
  note, other evidence of indebtedness or other paper or document, but the
  Trustee, in its discretion, may make such further inquiry or investigation
  into such facts or matters as it may see fit, and, if the Trustee shall
  determine to make such further inquiry or investigation, it shall be entitled
  to examine the books, records and premises of the Company, personally or by
  agent or attorney; and
     (g) the Trustee may execute any of the trusts or powers hereunder or
  perform any duties hereunder either directly or by or through agents or
  attorneys and the Trustee shall not be responsible for any misconduct or
  negligence on the pan of any agent or attorney appointed with due care by it
  hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.
   
   The recitals contained herein and in the Securities. except the Trustee's
certificates of authentication. shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.
  The Trustee. any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and. subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606. Money Held in Trust.
  Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 607. Compensation and Reimbursement.
     The Company agrees
       (1) to pay to the Trustee from. time to time reasonable compensation
     for all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a
     trustee of an express trust);
       (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursement and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and
       (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss. liability or expense incurred without negligence or bad faith on its
     part, arising out of or in connection with the acceptance or administration
     of the trust or trusts hereunder, including the costs and expenses of
     defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.

  As security for the performance of the obligations of the Company under this
Section. the Trustee shall have a lien prior to the Securities upon all property
and Funds held or collected by the Trustee as such. except Funds held in trust
for the benefit of the Holders of particular Securities.

SECTION 608. Disqualification; Conflicting Interests.

  (a) If the Trustee has or shall acquire any conflicting interest, as defined
in this Section, with respect to the Securities of any series, it shall, within
90 days after ascertaining that it has such conflicting interest, either
eliminate such conflicting interest or resign with respect to the Securities of
that series in the manner and with the effect hereinafter specified in this
Article.

  (b) In the event that the Trustee shall fail to comply with the provisions
of Subsection (a) of this Section with respect to the Securities of any series,
the Trustee shall, within 10 days after the expiration of such 90-day period,
transmit by mail to all Holders of Securities of that series. as their names and
addresses appear in the Security Register, notice of such failure.
  
  (c) For the purposes of this Section, the Trustee shall be deemed to have a
conflicting interest with respect to the Securities of that series if

     (1) the Trustee is trustee under this Indenture with respect to the
  Outstanding Securities of any series other than that series or is trustee
  under another indenture under which any other securities, or certificates of
  interest or participation in any other securities, of the Company are
  outstanding, unless such other indenture is a collateral trust indenture
  under which the only collateral consists of Securities issued under this
  Indenture, provided that there shall be excluded from the operation of this
  paragraph this Indenture with respect to the Securities of any series other
  than that series or any indenture or indentures under which other securities.
  or certificates of interest or participation in other securities. of the
  Company are outstanding, if

(i) this Indenture and such other indenture or indentures are wholly unsecured
and such other indenture or indentures are hereafter qualified under the Trust
Indenture Act, unless the Commission shall have found and declared by order
pursuant to Section 305(b) or Section 307(c) of the Trust Indenture Act that
differences exist between the provisions of this Indenture with respect to
Securities of that series and one or more other series or the provisions of
such other indenture or indentures which are so likely to involve a material
conflict of interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as such under this
Indenture with respect to the Securities of that series and such other series or
under such other indenture or indentures, or
  (ii) the Company shall have sustained the burden of proving, on application
to the Commission and after opportunity for hearing thereon, that trusteeship
under this Indenture with respect to the Securities of that series and such
other series or such other indenture or indentures is not so likely to involve
a material conflict of interest as to make it necessary in the public interest
or for the protection of investors to disqualify the Trustee from acting as such
under this Indenture with respect to the Securities of that series and such
other series or under such other indenture or indentures;
  
  (2) the Trustee or any of its directors or executive officers is an obligor
upon the Securities or an underwriter for the Company;

  (3) the Trustee directly or indirectly controls or is directly or indirectly
controlled by or is under direct or indirect common control with the Company or
an underwriter for the Company;

   (4) the Trustee or any of its directors or executive officers is a director,
officer, partner, employee, appointee or representative of the Company, or of an
underwriter (other than the Trustee itself) for the Company who is currently
engaged in the business of underwriting, except that (i) one individual may be a
director or an executive officer, or both, of the Trustee and a director or an
executive officer. or both, of the Company but may not be at the same time an
execu-tive officer of both the Trustee and the Company; (ii) if and so long as
the number of directors of the Trustee in office is more than nine. one
additional individual may be a director or an executive officer, or both, of the
Trustee and a director of the Company; and (iii) the Trustee may be designated
by the Company or by any underwriter for the Company to act in the capacity of
transfer agent, registrar, custodian, paying agent, fiscal agent, escrow agent
or depositary, or in any other similar capacity, or, subject to the provisions
of paragraph (1) of this Subsection. to act as trustee, whether under an
indenture or otherwise;
  
  (5) 10% or more of the voting securities of the Trustee is beneficially owned
either by the Company or by any director, partner or executive officer thereof,
or 20% or more of such voting securities is beneficially owned, collectively, by
any two or more of such persons; or 10% or more of the voting securities of the
Trustee is beneficially owned either by an underwriter for the Company or by any
director, partner or executive officer thereof, or is beneficially owned,
collectively, by any two or more such persons;
  
  (6) the Trustee is the beneficial owner of, or holds as collateral security
for an obligation which is in default (as hereinafter in this Subsection
defined), (i) 5% or more of the voting securities, or 10% or more of any other
class of security, of the Company not including the Securities issued under this
Indenture and securities issued under any other indenture under which the
Trustee is also trustee, or (ii) 10% or. more of any class of security of an
underwriter for the Company;
  
  (7) the Trustee is the beneficial owner of, or holds as collateral security
for an obligation which is in default (as hereinafter in this Subsection
defined), 5% or more of the voting securities of any person who, to the
knowledge of the Trustee, owns 10% or more of the voting securities of, or
controls directly or indirectly or is under direct or indirect common control
with, the Company;
  
  (8) the Trustee is the beneficial owner of, or holds as collateral security
for an obligation which is in default (as hereinafter in this Subsection
defined), 10% or more of any class of security of any person who, to the
knowledge of the Trustee, owns 50% or more of the voting securities of the
Company; or
  
  (9) the Trustee owns, on May 15 in any calendar year, in the capacity of
  executor, administrator, testamentary or inter vivos trustee, guardian,
  committee or conservator, or in any other similar capacity, an aggregate of
  25% or more of the voting securities or of any class of security, of any
  person, the beneficial ownership of a specified percentage of which would
  have constituted a conflicting interest under paragraph (6), (7) or (8) of
  this Subsection. As to any such securities of which the Trustee acquired
  ownership through becoming executor, administrator or testamentary trustee of
  an estate which included them, the provisions of the preceding sentence shall
  not apply, for a period of two years from the date of such acquisition. to
  the extent that such securities included in such estate do not exceed 25% oE
  such voting securities or 25% of any such class of security. Promptly after
  May 15 in each calendar year, the Trustee shall make a check of its holdings
  of such securities in any of the above-mentioned capacities as of such May
  15. If the Company fails to make payment in full of the principal of (or
  premium. if any, or interest on any of the Securities when and as the same
  becomes due and payable, and such failure continues for 30 days thereafter,
  the Trustee shall make a prompt check of its holdings of such securities in
  any of the above-mentioned capacities as of the date of the expiration of
  such 30-day period, and after such date, notwithstanding the foregoing
  provisions of this paragraph, all such securities so held by the Trustee,
  with sole or joint control over such securities vested in it, shall but only
  so long as such failure shall continue, be considered as though beneficially
  owned by the Trustee for the purposes of paragraphs (6)% (7) and (8) of this
  Subsection.
  
  The specification of percentages in paragraphs (5) to (9), inclusive, of this
Subsection shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of paragraph (3) or
(7) of this Subsection.

   For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection only,
(i) the terms "security" and "securities" shall include only such securities as
are generally known as corporate securities, but shall not include any note or
other evidence of indebtedness issued to evidence an obligation to repay moneys
lent to a person by one or more banks, trust companies or banking tirms, or any
certificate of interest or participation in any such note or evidence of
indebtedness: (ii) an obligation shall be deemed to be "in default" when a
default in payment of principal shall have continued for 30 days or more and
shall not have been cured: and (iii) the Trustee shall not be deemed to be the
owner or holder of (A) any security which it holds as collateral security, as
trustee or otherwise, for an obligation which is not in default as defined in
clause (ii) above. or (B) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (C) any security
which it holds as agent for collection, or as custodian, escrow agent or
depositary, or in any similar representative capacity.

  (d) For the purposes of this Section:

     (1) The term "underwriter", when used with reference to the Company, means
  every person who, within three years prior to the time as of which the
  determination is made, has purchased from the Company with a view to, or has
  offered or sold for the Company in connection with, the distribution of any
  security of the Company outstanding at such time, or has participated or has
  had a direct or indirect participation in any such undertaking, or has
  participated or has had a participation in the direct or indirect
  underwriting of any such undertaking, but such term shall not include a
  person whose interest was limited to a commission from an underwriter or
  dealer not in excess of the usual and customary distributors' or sellers'
  commission.

     (2) The term "director" means any director of a corporation or any
  individual performing similar functions with respect to any organization,
  whether incorporated or unincorporated.
     
     (3) The term "person" means an individual, a corporation, a partnership, an
  association, a joint-stock company, a trust, an unincorporated organization
  or a government or political subdivision thereof. As used in this paragraph,
  the term "trust" shall include only a trust where the interest or interests
  of the beneficiary or beneficiaries are evidenced by a security.
     
     (4) The term "voting security" means any security presently entitling the
  owner or holder thereof to vote in the direction or management of the affairs
  of a person, or any security issued under or pursuant to any trust agreement
  or arrangement whereby a trustee or trustees or agent or agents for the owner
  or holder of such security are presently entitled to vote in the direction
  or management of the affairs of a person.

     (5) The term "Company" means any obligor upon the Securities.
  
     (6) The term "executive officer" means the president, every vice president,
  every trust officer, the cashier, the secretary and the treasurer of a
  corporation, and any individual customarily performing similar functions with
  respect to any organization whether incorporated or unincorporated, but shall
  not include the chairman of the board of directors.
  
  (e) The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:
     
     (1) A specified percentage of the voting securities of the Trustee, the
  Company or any other person referred to in this Section (each of whom is
  referred to as a "person" in this paragraph) means such amount of the
  outstanding voting securities of such person as entitles the holder or
  holders thereof to cast such specified percentage of the aggregate votes
  which the holders of all the outstanding voting securities of such person are
  entitled to cast in the direction or management of the affairs of such
  person.

     (2) A specified percentage of a class of securities of a person means such
  percentage of the aggregate amount of securities of the class outstanding.

     (3) The term "amount", when used in regard to securities, means the
  principal amount if relating to evidences of indebtedness, the number of
  shares if relating to capital shares and the number of units if relating to
  any other kind of security.

       (4) The term "outstanding" means issued and not held by or for the
     account of the issuer. The following securities shall not be deemed
     outstanding within the meaning of this definition:
       (i) securities of an issuer held in a sinking fund relating to
     securities of the issuer of the same class;
       (ii) securities of an issuer held in a sinking fund relating to another
     class of securities of the issuer, if the obligation evidenced by such
     other class of securities is not in default as to principal or interest or
     otherwise;
       (iii) securities pledged by the issuer thereof as security for an
     obligation of the issuer not in default as to principal or interest or
     otherwise; and
  (iv) securities held in escrow if placed in escrow by the issuer thereof;
  provided, however, that any voting securities of an issuer shall be deemed
  outstanding if any person other than the issuer is entitled to exercise the
  voting rights thereof.
     (5) A security shall be deemed to be of the same class as another security
  if both securities confer upon the holder or holders thereof substantially
  the same rights and privileges; provided, however, that, in the case of
  secured evidences of indebtedness, all of which are issued under a single
  indenture, differences in the interest rates or maturity dates of various
  series thereof shall not be deemed sufficient to constitute such series
  different classes and provided, further, that, in the case of unsecured
  evidences of indebtedness, dif-ferences in the interest rates or maturity
  dates thereof shall not be deemed sufficient to constitute them securities of
  different classes, whether or not they are issued under a single indenture.

SECTION 609. Corporate Trustee Required: Eligibility.
  
  There shall at all times be a Trustee hereunder which shall be a corporation
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.
  
  (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

   (b) The Trustee may resign at any time with respect to the Securities of one
 or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.
  
  (c) The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.
  
  (d) If at any time:
  
  (1) the Trustee shall fail to comply with Section 608(a) after written
  request therefor by the Company or by any Holder who has been a bona fide
  Holder of a Security for at least six months, or
     (2) the Trustee shall cease to be eligible under Section 609 and shall fail
  to resign after written request therefor by the Company or by any such
  Holder, or

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if
a vacancy shall occur in the office of Trustee for any cause. with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the securities of such series and to the extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdidtion for
the appointment of a successor Trustee with respect to the Securities of such
series.
  
  (f) The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

SECTION 611. Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

(b) In case or the appointment hereunder or a successor Trustee with respect to
the Securities or one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hcreto wherein
each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shah continue to be vested in the retiring Trustee, and
(3) shall add to or change any or the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
inden-ture the resignation or removal of the retiring Trustee shah become effec-
tive to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shah become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates; but,
on request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such succtssor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.
Whenever there is a successor Trustee with respect to one or more (but less than
all) series or Securities issued pursuant to this instrument, the terms
"Indenture" and "Securities" shall have the meanings specified in the
 provisos to
the respective definitions of those terms in Section 101 which contemplate such
situation.
  
  (c) Upon request of any such successor Trustee. the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights. powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.
  
  (d) No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to
  Business.
  
  Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated. or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered. by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company.
  (a) Subject to Subsection (b) of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities, as defined in
Subsection (c) of this Section:
  
  (1) an amount equal to any and all reductions in the amount due and owing
  upon any claim as such creditor in respect of principal or interest, effected
  after the beginning of such four months' period and valid as against the
  Company and its other creditors, except any such reduction resulting from the
  receipt or disposition of any property described in paragraph (2) of this
  Subsection. or from the exercise of any right of set-off which the Trustee
  could have exercised if a petition in bankruptcy had been filed by or against
  the Company upon the date of such default; and

     (2) all property received by the Trustee in respect of any claims as such
  creditor, either as security therefor, or in satisfaction or com-position
  thereof, or otherwise, after the beginning of such four months' period. or an
  amount equal to the proceeds of any such property, if disposed of, subject.
  however, to the rights, if any, of the Company and its other creditors in
  such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

     (A) to retain for its own account (i) payments made on account of any such
  claim by any Person (other than the Company) who is liable thereon, and (ii)
  the proceeds of the bona fide sale of any such claim by the Trustee to a
  third Person, and (iii) distributions made in cash, securities or other
  property in respect of claims filed against the Company in bankruptcy or
  receivership or in proceedings for reorganization pursuant to the Federal
  Bankruptcy Act or applicable State law;
     (B) to realize, for its own account, upon any property held by it as
  security for any such claim, if such property was so held prior to the
  beginning of such four months' period;
     (C) to realize, for its own account, but only to the extent of the claim
  heroinafter mentioned, upon any property held by it as security for any such
  claim, if such claim was created after the beginning of such four months'
  period and such property was received as security therefor simultaneously
  with the creation thereof, and if the Trustee shall sustain the burden of
  proving that at the time such property was so received the Trustee had no
  reasonable cause to believe that a default, as defined in Subsection (c) of
  this Section. would occur within four months; or
  (D) to receive payment on any claim referred to in paragraph (B) or (C),
  against the release of any property held as security for such claim as
  provided in paragraph (B) or (C), as the case may be. to the extent of the
  fair value of such property.
  For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such four months' period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.
  If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned among the
Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payment from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant
to the Federal Bankruptcy Act or applicable State law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other than
from such dividends and from the funds and property so held in such special
account. As used in this paragraph, with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim in
bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, whether such distribution is
made in cash. securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion among the Trustee, the
Holders and the holders of other indenture securities, in accordance with the
provisions of this paragraph. the funds and property held in such special
account and proceeds thereof, or (ii) in lieu of such apportionment, in whole or
in part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee and the
Holders and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security for any such claim, or to make a specific allocation of
such distributions as between the secured and unseenred portions of such claims,
or otherwise to apply the provisions of this paragraph as a mathematical
formula.
  Any Trustee which has resigned or been removed after the beginning of such
four months' period shall be subject to the provisions of this Sub-section as
though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such four months' period, it
shall be subject to the provisions of this Subsection if and only if the
following conditions exist:

     (i) the receipt of property or reduction of claim. which would have given
  rise to the obligation to account, if such Trustee had continued as Trustee,
  occurred after the beginning of such four months' period; and

       (ii) such receipt of property or reduction of claim occurred within
     four months after such resignation or removal.

  (b) There shall be excluded from the operation of Subsection (a) of this
Section a creditor relationship arising from:

       (1) the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

  (2) advances authorized by a receivership or bankruptcy court of competent
jurisdiction or by this Indenture, for the purpose of preserving any property
which shall at any time be subject to the lien of this Indenture or of
discharging tax liens or other prior liens or encumbrances thereon, if notice of
such advances and of the circumstances surrounding the making thereof is given
to the Holders at the time and in the manner provided in this Indenture:  

  (3) disbursements made in the ordinary course of business in the capacity of
 trustee
under an indenture, transfer agent, registrar, custodian, paying agent, fiscal
agent or depositary, or other similar capacity;
  
  (4) an indebtedness created as a result of services rendered or premises
rented; or an indebtedness created as a result of goods or securities sold in a
cash transaction, as defined in Subsection (c) of this Section;
  
  (5) the ownership of stock or of other securities of a corporation organized
under the provisions of Section 25(a) of the Federal Reserve Act, as amended,
which is directly or indirectly a creditor of the Company; and
  
  (6) the acquisition, ownership, acceptance or negotiation of any drafts,
bills of exchange, acceptances or obligations which fall within the
classification of self-liquidating paper, as defined in Subsection (c) of this
Section.

(c) For the purposes of this Section only:
  (1) the term "default" means any failure to make payment in full of the
principal of or interest on any of the Securities or upon the other indenture
securities when and as such principal or interest becomes due and payable;
  
  (2) the term "other indenture securities" means securities upon which the
Company is an obligor outstanding under any other indenture (i) under which the
Trustee is also trustee, (ii) which contains provisions substantially similar to
the provisions of this Section. and (iii) under which a default exists at the
time of the apportionment of the funds and property held in such special
account;
  
  (3) the term "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:
  
  (4) the term "self-liquidating paper" means any draft, bill of exchange,
  acceptance or obligation which is made, drawn, negotiated or incurred by the
  Company for the purpose of financing the purchase, processing, manufacturing,
  shipment, storage or saic 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 Company arising from the
  making, drawing, negotiating or incurring of the draft, bill of exchange,
  acceptance or obligation;
  
  (5) the term "Company" means any obligor upon the Securities;
  and
     
  (6) the term "Federal Bankruptcy Act" means the Bankruptcy Act or Title I 1
  of the United States Code.

SECTION 6 14. Appointment of Authenticating Agent.
  
  At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authen-ticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority. then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.
  
  Any corporation into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any corporation succeeding to the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

  An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, power and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

  The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

  If an appointment with respect to one or more series is made pursuant to this
Section, the Securities of such Series may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:
  
  This is one of the Securities or the series designated therein referred to in
the within-mentioned Indenture.

                           THE CHASE MANHANTTAN BANK
                            (NATIONAL ASSOCIATION),
                                     As Trustee

                         By:______________________________
                                   As Authenticating Agent

                          BY: ____________________________
                           .........Authorized Officer

                                 ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.
        The Company will furnish or cause to be furnished to the Trustee
       (a) semi-annually, not later than March 15 and September 15 in each
     year, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of the preceding March 1 or
     September 1, as the case may be, and
       
       (b) at such other times as the Trustee may request in writing, within 30
     days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;
excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. Preservation of Information: Communications to Holders.

 (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list
furnished to the Trustee as provided in Section 701 and the names and addresses
of Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished.

  (b) If three or more Holders of Securities of any series (herein 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 the same series with respect to their rights under this Indenture
or under the Securities of such series and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five business days after the receipt of such
application, at its election, either
     
     (i) afford such applicants access to the information preserved at the time
  by the Trustee in accordance with Section 702(a), or

     (ii) inform such applicants as to the approximate number of Holders whose
  names and addresses appear in the information preserved at the time by the
  Trustee in accordance with Section 702(a), and as to the approximate cost of
  mailing to such Holders the form of proxy or other communication, if any,
  specified in such application.

   If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Securities of such series whose name and address appear
in the information preserved at the time by the Trustee in accordance with
Section 702(a) 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 interest of such Holders 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'
Holders 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) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

SECTION 703. Reports by Trustee.
  (a) Within 60 days after January 1 of each year commencing with the year
1984, the Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report dated as of such
January 1 with respect to:
       (1) its eligibility under Section 609 and its qualifications under
     Section 608, or in lieu thereof, if to the best of its knowledge it has
     continued to be eligible and qualified under said Sections, a written
     statement to such effect;
       (2) the character and amount of any advances (and if the Trustee elects
     so to state, the circumstances surrounding the making thereof) made by the
     Trustee (as such) which remain unpaid on the date of such report, and for
     the reimbursement of which it claims or may claim a lien or charge, prior
     to that of the Securities, on any property or funds held or collected by it
     as Trustee, except that the Trustee shall not be required (but may elect)
     to report such advances if such advances so remaining unpaid aggregate not
     more than 1/2; of 1% of the principal amount of the Securities Outstanding
     on the date of such report:
      (3) the amount, interest rate and maturity date of all other indebtedness
  owing by the Company (or by any other obligor on the Securities) to the
  Trustee in its individual capacity, on the date of such report. with a brief
  description of any property held as collateral security therefor, except an
  indebtedness based upon a creditor rela-tionship arising in any manner
  described in Section 613(b)(2), (3), (4) or (6);

     (4) the property and funds, if any, physically in the possession of the
  Trustee as such on the date of such report;

     (5) any additional issue of Securities which the Trustee has not previously
  reported; and

     (6) any action taken by the Trustee in the performance of its duties
  hereunder which it has not previously reported and which in its opinion
  materially affects the Securities, except action in respect of a default,
  notice of which has been or is to be withheld by the Trustee in accordance
  with Section 602.

  (b) The Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so tO state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claim or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee and which it has not previously reported
pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities Outstanding at
such time, such report to be transmitted within 90 days after such time.

  (c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

SECTION 704. Reports by Company. The Company shall:
     
     (1) file with the Trustee, within 15 days after the Company 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 Company may be required to file with the
  Commission pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act of 1934; or, if the Company is not required to file information,
  documents or reports pursuant to either of said Sections, then it shall file
  with the Trustee and the Commission, 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 Securities Exchange Act of 1934 in respect of a
  security listed and registered on a national securities exchange as may be
  prescribed from time to time in such rules and regulations;
       
       (2) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and
       
       (3) transmit by mail to all Holders, as their names and addresses appear
     in the Security Register, within 30 days after the filing thereof with the
     Trustee, such summaries of any information, documents and reports required
     to be filed by the Company pursuant to paragraphs (1) and (2) of this
     Section as may be required by rules and regulations prescribed from time to
     time by the Commission.

                                 ARTICLE EIGHT
               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

SECTION 801. Company May Consolidate, Etc., on Certain Terms.

   Subject to the provisions of Section 802, nothing contained in this Indenture
shall prevent any consolidation or merger of the Company with or into any other
corporation or corporations (whether or not affiliated with the Company), or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance or
lease of all or substantially all the property of the Company, to any other
corporation (whether or not affili-ated with the Company) authorized to acquire
and operate the same: provided, and the Company. hereby covenants and agrees,
that, if the surviving corporation is other than the Company, upon any such con-
solidation, merger, sale, conveyance or lease, the due and punctual payment of
the principal of and interest on all of the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company, shall
be expressly assumed by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the corporation formed by such
consolidation, or into which the Company shall have been merged, or by the
corporation which shall have acquired or leased such property.

SECTION 802. Securities to be Secured in Certain Events.
  If, upon any consolidation, merger, sale, conveyance of lease referred to in
Section 801, any Principal Property of the Company or of any Restricted
Subsidiary or any shares of stock or indebtedness of any Restricted Subsidiary
owned immediately prior thereto would thereupon become subject to any mortgage,
security interest, pledge, lien or encum-brance, other than liens permitted
under Section 1004 or Section 1006, without securing the Securities, the
Company, prior to such consolidation, merger, sale, conveyance or lease, will by
indenture supplemental hereto secure the due and punctual payment of the
principal of and interest on the Securities (equally and ratably with any other
indebtedness of the Company then, or as a result thereof to be, secured thereby)
by a direct lien on such Principal Property, shares of stock or indebtedness,
prior to all lieu other than any then existing thereon and then so permitted by
Section 1004 or Section 1006.

SECTION 803. Successor Corporation to be Substituted.
   In case of any such consolidation, merger, sale, conveyance or lease and upon
the assumption by the successor corporation, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and interest on all of the Securities
and the due and punctual performance of all of the covenants and conditions of
this Indenture to be performed by the Company, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it
had been named heroin as the party of the first part. Such successor
corporation thereupon may cause to be signed and may issue either in its own
name or in the name of Georgia-Pacific Corporation any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee. or an Authenticating Agent on behalf
of the Trustee, shall authenticate and shall deliver any Securities which
previously shall have been signed and delivered by the officers of the
 Company to
the Trustee for authentication. and any Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Securities so issued shall in all respects have the same
legal rank and benefit, under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.
  In case of any such conso&idation, merger, sale, conveyance or lease such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

SECTION 804. Opinion of Counsel to be Given Trustee.
  
  The Trustee shall be entitled to receive, and subject to Sections 601 and
603, shall be fully protected in relying upon an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance or
lease and any such assumption complies with the provisions of this Article
Eight.

                                  ARTICLE NINE
                            SUPPLEMENTAL INDENTURES
  
  SECTION 901. Supplemental Indentures without Consent of Holders.

  Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee.
for any of the following purposes:
     
     (1) to evidence the succession of another corporation to the Company and
  the assumption by any such successor of the covenants of the Company herein
  and in the Securities; or
     
     (2) to add to the covenants of the Company for the benefit of the Holders
  of all or any series of Securities (and if such covenants are to be for the
  benefit of less than all series of Securities. stating that such covenants
  are expressly being included solely for the benefit of such series) or to
  surrender any right or power herein conferred upon the Company, provided that
  in respect of any such additional covenant, restriction or condition. 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
  default or may limit the remedies available to the Trustee upon such default;
  or
       (3) to add any additional Events of Default (and if such Events of
     Default are to be for the benefit of less than all series of Securities.
     stating that such Events of Default are being included solely for the
     benefit of such series); or
       
       (4) to add to or change any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrabie or not rcgistrable as to principal,
     and with or without interest coupons; or
       
       (5) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entided to the benefit of
     such provision; or
       
       (6) to secure the Securities pursuant to the requirements of Section
     802 or Section 1004 or otherwise; or
       
       (7) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or
  
  (g) 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 (b); or

     (9) to cure any ambiguity, to correct or supplement any provi-sion herein
  which may be inconsistent with any other provision herein, or to make any
  other provisions with respect to matters or questions arising under this
  Indenture, provided such action shall not adversely affect the interests of
  the Holders of Securities of any series in any material respect.

SECTION 902. Supplemental Indentures with Consent of Holders.
  
  With the consent of the Holders of not less than 66-2/3% in principal
 amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

       (1) change the Stated Maturity of the principal of, or any instalment of
     principal of or interest on, any Security, or reduce the principal amount
     thereof or the rate of interest thereon or any premium payable upon the
     redemption thereof, or reduce the amount of the principal of an Original
     Issue Discount Security that would be due and payable upon a declaration
     of acceleration of the Maturity thereof pursuant to Section 502, or change
     any Place of Payment where, or the coin or currency in which, any Security
     or any premium or the interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date), or
  
  (2) reduce the percentage in principal amount of the Outstanding Securities
  of any series, the consent of whose Holders is required for any such
  supplemental indenture. or the consent of whose Holders is required for any
  waiver (of compliance with certain provisions of this Indenture or certain
  defaults hereunder and their consequences) provided for in this Indenture, or

     (3) modify any of the provisions of this Section, Section 513 or Section
  1008, except to increase any such percentage or to provide that certain other
  provisions of this Indenture cannot be modified or waived without the consent
  of the Holder of each Outstanding Security affected thereby, provided,
  however, that this clause shall not be deemed to require the consent of any
  Holder with respect to changes in the references to "the Trustee" and
  concomitant changes in this Section and Section 1008, or the deletion of this
  proviso, in accordance with the requirements of Sections 61 l(b) and 901(8).

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

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

SECTION 903. Execution of Supplemental Indentures.

  In executing, or accepting the additional trusts created by, any supplemental
 indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee' own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.
  
  Upon the execution of any supplemental indenture under this Article. this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes: and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.
  
  Every supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act as then in effect.

SECTION 906. Reference in Securities to Supplemental Indentures.
  
  Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided, for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE TEN
                                   COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.
  
  The Company covenants and agrees for the benefit of each series of Securities
that it will duly and punctually pay the principal of (and premium, if any) and
interest on, if any, the Securities of that series in accordance with the terms
of the Securities and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

   The Company will maintain in each Place of Payment for any series of
 Securities
an office or agency where Securities of that series may be presented or
surrendered for payment where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location. and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

  The Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

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

     Whenever the Company shall have one or more Paying Agents for any series of
  Securities, it will, on or prior to each due date of the principal of (and
  premium, if any) or interest on any Securities of that series, deposit with a
  Paying Agent a sum sufficient to pay the principal (and premium, if any) or
  interest so becoming due, such sum to be held in trust for the benefit of the
  Persons entitled to such principal, premium or interest, and (unless such
  Paying Agent is the Trustee) the Company will promptly notify the Trustee of
  its action or failure so to act.

     The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:
     
     (1) hold all sums held by it for the payment of the principal of (and
  premium. if any) or interest on Securities of that series in trust for the
  benefit of the Persons entitled thereto until such sums shall be paid to such
  Persons or otherwise disposed of as herein provided;
     
     (2) give the Trustee notice of any default by the Company (or any other
  obligor upon the Securities of that series) in the making of any payment of
  principal (and premium, if any) or interest on the Securities of that series;
  and
       (3) at any time during the continuance of any such default. upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.
  
  The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

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

SECTION 1004. Limitation on Liens.
  
  The Company will not create or assume. and will not permit any Restricted
Subsidiary to create or assume, any mortgage, security interest, pledge or lien
(collectively in this Article Ten referred to as "lien") of or upon any
Principal Property or shares of capital stock or indebtedness of any Restricted
Subsidiary, whether owned at the date of this Indenture or thereafter acquired,
without making effective provision, and the Company in such case will make or
cause to be made effective provision, whereby the Outstanding Securities shall
be secured by such lien equally and ratably with any and all other indebtedness
or obligations thereby secured, so long as such other indebtedness or
obligations shall be so secured; provided that the foregoing shall not apply to
any of the following:
       (1) liens on any Principal Property acquired, constructed or improved
     after the date of this Indenture which are created or assumed
     contemporaneously with, or within 120 days after, or pursuant to financing
     arrangements for which a firm commitment is made by a bank, insurance
     company or other lender or investor (not including the Company or any
     Restricted Subsidiary) within 120 days after. the completion of such
     acquisition, construction or improvement to secure or provide for the
     payment of any part of the purchase price of such property or the cost of
     such construction or improvement, or, in addition to liens contemplated by
     chuses (2) and (3) below, liens on any Principal Property existing at the
     time of acquisition thereof, provided that in the case of any such
     acquisition, construction or improvement the lien shall not apply to any
     property theretofore owned by the Company and/or, one or more Restricted
     Subsidiaries other than, in the case of such construction or improvement
     any theretofore unimproved real property on which the property so
     constructed, or the improvement, is located:

(2) liens on property or shares of capital stock or indebtedness of a
corporation existing at the time such corporation is merged into or consolidated
with the Company or a Restricted Subsidiary or at the time of a sale, lease or
other disposition of the properties of a corporation as an entirety or
substantially as an entirety to the Company or a Restricted Subsidary;

  (3) liens on property or shares of capital stock or indebtedness of a
corporation existing at the time such corporation becomes a Restricted
Subsidiary;
  
  (4) liens to secure indebtedness of a Restricted Subsidiary to the Company
and/or one or more Subsidiaries;
  
  (5) liens in favor of the United States of America or any State thereof. or
any department, agency or political subdivision of the United States of America
or any State thereof, to secure partial progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or the cost of
constructing or improving the property subject to such liens;
  
  (6) liens on timberlands in connection with an arrangement under which the
Company and/or one or more Restricted Subsidiaries are obligated to cut or pay
for timber in order to provide the lienholder with a specified amount of money.
however determined;
  (7) liens created or assumed in the ordinary course of the business of
exploring for, developing or producing oil, gas or other minerals (including in
connection with borrowings of money for such purposes) on, or on any interest
in, or on any proceeds from the sale of, property, acquired or held for the
purpose of exploring for, developing or producing oil, gas or other minerals, or
production therefrom, or proceeds of such production, or material or equipment
located on such property;
  
  (8) lieu in favor of any customer arising in respect of performance deposits
and partial. progress, advance or other payments made by or on behalf of such
customer for goods produced or to be produced for or services rendered or to be
rendered to such customer in the ordinary course of business, which liens shall
not exceed the amount of such deposits or payments;
  
  (9) liens for the sole purpose of extending, renewing or replacing in whole
or in part any lien referred to in the foregoing clauses (1) to (8),
 inclusive. or in this clause (9), or any lien created prior to and
  existing on the date of this Indenture, provided that the indebtedness
  secured thereby shall not exceed in principal amount the indebtedness so
  secured at the time of such extension, renewal or replacement. and that such
  extension, renewal or replacement shall be limited to all or a part of the
  property which secured the lien so extended, renewed or replaced (plus
  improvements on such property);
     
     (10) mechanics', workmen's, repairmen's, materialmen's, carriers' and other
  similar liens arising in the oridinary course of business;
     
     (11 ) liens created by or resulting from any litigation or proceedings
  which are being contested in good faith by appropriate proceedings; liens
  arising out of judgments or awards against the Company and/or one or more
  Restricted Subsidiaries with respect to which the Company and/or such
  Restricted Subsidiary or Subsidiaries are in good faith prosecuting an appeal
  or proceedings for review; or liens incurred by the Company and/or one or
  more Restricted Subsidiaries' for the purpose of obtaining a stay or
  discharge in the course of any legal proceeding to which the Company and/or
such Restricted Subsidiary or
  Subsidiaries are a party or
     
     (12) liens for taxes or assessments or governmental charges or levies not
  yet due or delinquent, or which can thereafter be paid without penalty, or
  which are being contested in good faith by appropriate proceedings;
  landlord's liens on property held under lease, and tenants' rights under
  leases; easements; and any other liens of a nature similar to those
 hereinabove
  described in this clause (12) which do not, in the opinion of the Company,
 materially impair the of such property
in the operation of the business of the Company or any Restricted Subsidiary or
the value of such property for the purposes of such business.

SECTION 1005. Limitation on Sale and Lease-Back.

   The Company will not, nor will it permit any Restricted Subsidiary to, enter
into any arrangement with any person providing for the leasing by the Company
and/or one or more Restricted Subsidiaries of any Principal Property (except for
temporary leases for a term. including any renewal thereof, of not more than
three years and except for leases between the Company and one or more Restricted
 Subsidiaries or
between Restricted Subsidiaries), which property has been or is to be sold or
transferred by the Company and such Restricted Subsidiary or Subsidiaries
to such person (in this Article Ten referred to as a "Sale and Lease-Back
Transaction") unless (a) the Company and/or Restricted Subsidiary, or
Subsidiaries would be entitled to incur indebtedness secured by a lien on such
property without equally and ratably securing the Securities pursuant to the
provisions of Section 1004, or (b) the Company shall apply or cause to be
applied an amount equal to the Value of such Sale and Lease-Back Transaction
within 120 days of the effective date of any arrangement (i) to the retirement
of indebtedness for borrowed money incurred or assumed by the Company or any
Restricted Subsidiary (other than indebtedness for borrowed money owed to the
Company and/or one or more Restricted Subsidiaries) which by its terms matures
on, or is extendable or renewable at the option of the obligor to a date more
than twelve months after the date of the incurfence or assumption of such
indebtedness and which is senior in right of payment to, or ranks pari passu
with, the Securities ("funded debt"), or (ii) to the purchase of other property
which will constitute "Principal Property" having a fair value in the opinion
of the Board of Directors at least equal to the Value of such Sale and Lease-
Back Transaction. or (c) the Company or a Restricted Subsidiary. shall deliver
to the Trustee or other applicable trustee for cancellation Securities or funded
debt in aggregate principal amount at least equal to the Value of such Sale and
Lease-Back Transaction.
  
  For purposes of this Section 1005 and Section 1006, the term "Value" shall
mean, with respect to a Sale and Lease-Back Transaction. as of any particular
time, the amount equal to the greater of (1) the net proceeds of the sale or
transfer of the property leased pursuant to Such Sale and Lease-Back Transaction
or (2) the fair value in the opinion of the Board of Directors of such property
at the time of entering into such Sale and Lease-Back Transaction, in either
 case
divided first by the number of full years of the term of the lease and then
multiplied by the number of full years of such term remaining at the time of
determination without regard to any renewal or extension options contained in
the lease.

SECTION 1006. Exemption from Limitation on Liens and Sale and Lease-Back.
  
  Notwithstanding the provisions of Sections 1004 and 1005, the Company and
any one or more of its Restricted Subsidiaries may nevertheless create or assume
liens which would otherwise require securing of the Securities under said
provisions, and enter into Sale and Lease-Back Transactions without compliance
with either clause (b) or (c) of Section 1005, provided that the aggregate
amount of all such liens and Sale and Lease-Back Transactions permitted by this
Section at any time outstanding, (as measured by the sum of (i) all
indebtedness secured by all such liens then outstanding or to be so created or
assumed. but excluding secured indebtedness permitted under the exceptions in
Section 1004, and (ii) the Value of all such Sale and Lease-Back Transactions
then out-standing or to be so entered into, but excluding such transactions in
which indebtedness is retired or property is purchased or Securities or funded
debt are delivered pursuant to Section 1005) shall not exceed 5% of the Net
Tangible Assets of the Company and its Restricted Subsidiaries.

SECTION 1007. Statement by Officers as to Default.
  
  The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of Sections 1004 to 1006, inclusive, and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

SECTION 1008. Waiver of Certain Covenants.

   The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 802, and 1004 to 1006, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of at least 66-2/3% in principal amount of the
 Outstanding
Securities of such series shall, by, Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition excepl to the extent so expressly waived, and. until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term. provision or condition shall remain in
full force and effect.

SECTION 1009. Applicability of Covenants.
  
  Any series of Securities may provide, as contemplated by Section 301 of the
Indenture, that any one or more of the covenants set forth in Sections 802. and
1004 through 1008, inclusive, shall not be applicable to the Securities of such
series.
                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES 

SECTION 1101. Applicability of Article.
  
  Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.
  
  The election of the Company to redeem any Securities shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series. the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed. In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

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

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

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

SECTION 1104. Notice of Redemption.

  Notice of redemption shall be given by first-class mail, postage prepaid,
mailed
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Securities to be redeemed, at his address appearing in the Security
Register.
     
     All notices of redemption shall state: 
       
     (1) the Redemption Date;
     
     (2) the Redemption Price;

     (3) if less than all the Outstanding Securities of any series are to be
     redeemed, the identification (and, in the case of partial redemption, the
     principal amounts) of the particular Securities to be redeemed;
     
      (4) that on the Redemption Date the Redemption Price will become due and
     payable upon each such Security to be redeemed and, if applicable. that
     interest thereon will cease to accrue on and after said date.
       
       (5) the place or places where such Securities are to be surrendered for
     payment of the Redemption Price; and

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

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

SECTION 1105: Deposit of Redemption Price.
  
  Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.
  
  Notice of redemption having been given as aforesaid. the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price. together with accrued interest
to the Redemption Date; provided, however, that instalments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.
  
  If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

SECTION 1107. Securities Redeemed in Part.

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

                                 ARTICLE TWELVE
                                  SINKING FUNDS 

SECTION 1201. Applicability of Article.
  
  The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.
  
  The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any mandatory sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities or such series.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
  
  The Company (I) may deliver to the Trustee Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series: provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.
  
  Not less than 60 days prior to each sinking fund payment date for any series
of Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 45 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN
             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                                   DIRECTORS

SECTION 1301. Indenture and Securities Solely Corporate Obligations.
  
  No recourse for the payment of the principal or of interest on any Security,
or for any claim based thereon or otherwise in respect thereof. and no recourse
under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture, or in any Security, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, present, past or
future, of the Company or of any sucessor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise: it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities.
     
     This instrument may be executed in any number of counterparts. each of
  which so executed shall be deemed to be an origina, but all such
  counterparts shall together constitute but one and the same instrument.

       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 the day and year first above written.

                           GEORGIA-PACIFIC CORPORATION

                              By:_______________________________
                                 T. MARSHALL HAHN, JR. President

[CORPORATE SEAL]

Attest:

_________________
MARVIN L. WALDREP
Assistant Secretary

                           THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION).
                                        AS TRUSTEE

                              BYJ. A. PAYNE Vice President

[CORPORATE SEAL] Attest:
C. EERET