MERRY LAND PROPERTIES, INC.


                                    TO


                         FIRST UNION NATIONAL BANK


                                AS TRUSTEE




                 JUNIOR CONVERTIBLE SUBORDINATED INDENTURE

                     DATED AS OF ___________ __, 1999




                ____ % CONVERTIBLE SUBORDINATED DEBENTURES
                          DUE ____________, 2029






\\Lynne\c\MyFiles\#208 MLP - Rights Offering\Trust Indenture #5.wpd     REH

<PAGE>
     Reconciliation and tie between the Trust Indenture Act of
1939(including cross-references to provisions of Sections 310 to and
including 318(a) which, pursuant to Section 318(c) of the Trust Indenture
Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and
govern the Junior Convertible Subordinated Indenture whether or not
physically contained therein) and the Junior Convertible Subordinated
Indenture, dated as of September ___, 1999.


INDENTURE ACT SECTION                                       TRUST INDENTURE
Section  310(a)(1), (2) and (5)   ......................................6.9
     (a)(3) .................................................Not Applicable
     (a)(4) .................................................Not Applicable
     (b)..........................................................6.8, 6.10
     (c).....................................................Not Applicable
Section  311(a)  ......................................................6.13
     (b)...............................................................6.13
     (b)(2) .........................................................7.3(a)
Section  312(a)  .......................................................7.1
     (b).....................................................7.2(a), 7.2(b)
     (c).............................................................7.2(c)
Section  313(a)  ............................................7.3(a), 7.3(b)
     (b)............................................................ 7.3(a)
     (c)............................................................ 7.3(a)
     (d)............................................................ 7.3(c)
Section  314(a)(1), (2),(3) and (4)   ..................................7.4
     (b).................................................... Not Applicable
     (c)(1).............................................................1.2
     (c)(2)............................................................ 1.2
     (c)(3)................................................. Not Applicable
     (d).................................................... Not Applicable
     (e)............................................................... 1.2
     (f).................................................... Not Applicable
Section  315(a)  ....................................................6.1(a)
     (b)............................................................... 6.2
     (c)............................................................ 6.1(b)
     (d)............................................................ 6.1(c)
     (d)(1)...................................................... 6.1(a)(i)
     (d)(2)..................................................... 6.1(c)(ii)
     (d)(3).................................................... 6.1(c)(iii)
     (e)............................................................. 5.14
Section  316(a)  ......................................................5.12
     (a)(1)(B)........................................................ 5.13
     (a)(2)................................................. Not Applicable
     (b)............................................................... 5.8
     (c)............................................................ 1.4(f)
Section  317(a)(1) .....................................................5.3
     (a)(2)............................................................ 5.4
     (b).............................................................. 10.3
Section  318(a)  .......................................................1.7

Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Convertible Subordinated Indenture.

                             TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....... 1
          SECTION 1.1 DEFINITIONS........................................1
          SECTION 1.2 COMPLIANCE CERTIFICATE AND OPINIONS............... 9
          SECTION 1.3 FORMS OF DOCUMENTS DELIVERED TO TRUSTEE.......... 10
          SECTION 1.4 ACTS OF HOLDERS.................................. 10
          SECTION 1.5 NOTICES, ETC. TO TRUSTEE AND COMPANY............. 11
          SECTION 1.6 NOTICE TO HOLDERS; WAIVER.......................  11
          SECTION 1.7 CONFLICT WITH TRUST INDENTURE ACT................ 12
          SECTION 1.8 EFFECT OF HEADINGS AND TABLE OF CONTENTS......... 12
          SECTION 1.9 SUCCESSORS AND ASSIGNS........................... 12
          SECTION 1.10 SEPARABILITY CLAUSE............................. 12
          SECTION 1.11 BENEFITS OF INDENTURE........................... 12
          SECTION 1.12 GOVERNING LAW................................... 12
          SECTION 1.13 NON-BUSINESS DAYS............................... 12

ARTICLE 2 DEBENTURE FORM............................................... 12
          SECTION 2.1 FORMS GENERALLY. ................................ 13
          SECTION 2.2 FORM OF FACE OF DEBENTURE........................ 13
          SECTION 2.3 FORM OF REVERSE OF DEBENTURE..................... 14
          SECTION 2.4 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.. 19
          SECTION 2.5 INITIAL ISSUANCE TO PROPERTY TRUSTEE............. 20

ARTICLE 3 THE DEBENTURES............................................... 20
          SECTION 3.1 AMOUNT OF DEBENTURES............................. 20
          SECTION 3.2 DENOMINATIONS.................................... 20
          SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING... 20
          SECTION 3.4 TEMPORARY DEBENTURES............................. 20
          SECTION 3.5 REGISTRATION, TRANSFER AND EXCHANGE.............. 21
          SECTION 3.6 MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES. 21
          SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED... 22
          SECTION 3.8 PERSONS DEEMED OWNERS............................ 23
          SECTION 3.9 CANCELLATION..................................... 23
          SECTION 3.10 COMPUTATION OF INTEREST......................... 23
          SECTION 3.11 DEFERRALS OF INTEREST PAYMENT DATES............. 23
          SECTION 3.12 RIGHT OF SET-OFF................................ 24
          SECTION 3.13 AGREED TAX TREATMENT............................ 24
          SECTION 3.14 CUSIP NUMBERS................................... 24
          SECTION 3.15 DISTRIBUTION OF DEBENTURES ......................25

ARTICLE 4 SATISFACTION AND DISCHARGE................................... 25
          SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE.......... 25
          SECTION 4.2 APPLICATION OF TRUST MONEY....................... 26

ARTICLE 5 REMEDIES .....................................................26
          SECTION 5.1 DEBENTURE EVENTS OF DEFAULT...................... 26
          SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT27
          SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
          BY TRUSTEE....................................................28
          SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM................. 28
          SECTION 5.5 TRUSTEE MAY ENFORCE CLAIM WITHOUT POSSESSION OF
          DEBENTURES................................................. ..29
          SECTION 5.6 APPLICATION OF MONEY COLLECTED................... 29
          SECTION 5.7 LIMITATION ON SUITS. .............................29
          SECTION 5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
          PREMIUM AND INTEREST. ........................................30
          SECTION 5.9 RESTORATION OF RIGHTS AND REMEDIES............... 31
          SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE.................  31
          SECTION 5.11 DELAY OR OMISSION NOT WAIVER.................... 31
          SECTION 5.12 CONTROL BY HOLDERS.............................. 31
          SECTION 5.13 WAIVER OF PAST DEFAULTS......................... 32
          SECTION 5.14 UNDERTAKING FOR COSTS........................... 32
          SECTION 5.15 WAIVER OF USURY, STAY, OR EXTENSION LAWS........ 33

ARTICLE 6 THE TRUSTEE.................................................. 33
          SECTION 6.1 CERTAIN DUTIES AND RESPONSIBILITIES.............. 33
          SECTION 6.2 NOTICE OF DEFAULTS............................... 34
          SECTION 6.3 CERTAIN RIGHTS OF TRUSTEE ........................34
          SECTION 6.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
          DEBENTURES....................................................35
          SECTION 6.5 MAY HOLD DEBENTURES.............................. 35
          SECTION 6.6 MONEY HELD IN TRUST. .............................35
          SECTION 6.7 COMPENSATION AND REIMBURSEMENT................... 35
          SECTION 6.8 DISQUALIFICATION; CONFLICTING INTERESTS.......... 36
          SECTION 6.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.......... 36
          SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
          ..............................................................37
          SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. .........38
          SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
          BUSINESS......................................................38
          SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
          ..............................................................39
          SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT............  39

ARTICLE 7 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY............. 40
          SECTION 7.1 COMPANY TO FURNISH NAMES AND ADDRESSES OF HOLDERS.40
          SECTION 7.2 PRESERVATION OF INFORMATION: COMMUNICATIONS TO
          HOLDERS.......................................................40
          SECTION 7.3 REPORTS BY TRUSTEE............................... 41
          SECTION 7.4 REPORTS BY COMPANY............................... 41

ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE......... 41
          SECTION 8.1 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
          ..............................................................41
          SECTION 8.2 SUCCESSOR CORPORATION SUBSTITUTED ................42

ARTICLE 9 SUPPLEMENTAL INDENTURES...................................... 43
          SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
          ..............................................................43
          SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.. 43
          SECTION 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES............. 44
          SECTION 9.4 EFFECT OF SUPPLEMENTAL INDENTURES................ 45
          SECTION 9.5 CONFORMITY WITH TRUST INDENTURE ACT. ............ 45
          SECTION 9.6 REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES.
          ..............................................................45

ARTICLE 10 COVENANTS ...................................................45
          SECTION 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. .....45
          SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY................. 45
          SECTION 10.3 MONEY FOR DEBENTURE PAYMENTS TO BE HELD IN TRUST.
          ..............................................................46
          SECTION 10.4 PAYMENT OF TAXES AND OTHER CLAIMS............... 46
          SECTION 10.5 STATEMENT AS TO COMPLIANCE...................... 47
          SECTION 10.6 WAIVER OF CERTAIN COVENANTS. ................... 47
          SECTION 10.7 ADDITIONAL SUMS................................. 47
          SECTION 10.8 ADDITIONAL COVENANTS............................ 47
          SECTION 10.9 PAYMENT OF EXPENSES OF THE TRUST................ 48

ARTICLE 11 REDEMPTION OR EXCHANGE OF DEBENTURES........................ 49
          SECTION 11.1 ELECTION TO REDEEM; NOTICE TO TRUSTEE ...........49
          SECTION 11.2 SELECTION OF DEBENTURES TO BE REDEEMED.......... 49
          SECTION 11.3 NOTICE OF REDEMPTION............................ 49
          SECTION 11.4 DEPOSIT OF REDEMPTION PRICE..................... 50
          SECTION 11.5 DEBENTURES PAYABLE ON REDEMPTION DATE........... 50
          SECTION 11.6 DEBENTURES REDEEMED IN PART..................... 51
          SECTION 11.7 MANDATORY REDEMPTION............................ 51
          SECTION 11.8 OPTIONAL REDEMPTION............................. 51
          SECTION 11.9 EXCHANGE OF TRUST SECURITIES FOR DEBENTURES..... 52

ARTICLE 12 SUBORDINATION OF DEBENTURES................................. 52
          SECTION 12.1 DEBENTURES SUBORDINATE TO SENIOR DEBT........... 52
          SECTION 12.2 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.. 52
          SECTION 12.3 PRIOR PAYMENT TO SENIOR DEBT UPON ACCELERATION OF
          DEBENTURES....................................................53
          SECTION 12.4 NO PAYMENT WHEN SENIOR DEBT IN DEFAULT.......... 54
          SECTION 12.5 PAYMENT PERMITTED IF NO DEFAULT................. 54
          SECTION 12.6 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT. 54
          SECTION 12.7 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS..... 55
          SECTION 12.8 TRUSTEE TO EFFECTUATE SUBORDINATION............. 55
          SECTION 12.9 NO WAIVER OF SUBORDINATION PROVISIONS........... 55
          SECTION 12.10 NOTICE TO TRUSTEE.............................. 55
          SECTION 12.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
          LIQUIDATING AGENT.............................................55
          SECTION 12.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.
          ..............................................................56
          SECTION 12.13 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT;
          PRESERVATION OF TRUSTEE'S RIGHTS..............................56
          SECTION 12.14 ARTICLE APPLICABLE TO PAYING AGENTS............ 56
          SECTION 12.15 CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT 56

ARTICLE 13 CONVERSION OF DEBENTURES.................................... 56
          SECTION 13.1 CONVERSION RIGHTS............................... 56
          SECTION 13.2 CONVERSION PROCEDURES. ......................... 57
          SECTION 13.3 EXPIRATION OF CONVERSION RIGHTS................. 59
          SECTION 13.4 CONVERSION PRICE ADJUSTMENTS.................... 59
          SECTION 13.5 FUNDAMENTAL CHANGE.............................. 63
          SECTION 13.6 NOTICE OF ADJUSTMENTS OF CONVERSION PRICE....... 64
          SECTION 13.7 PRIOR NOTICE OF CERTAIN EVENTS.................. 65
          SECTION 13.8 CERTAIN ADDITIONAL RIGHTS....................... 65
          SECTION 13.9 RESTRICTIONS ON COMMON STOCK ISSUABLE UPON
          CONVERSION....................................................66
          SECTION 13.10 TRUSTEE NOT RESPONSIBLE FOR DETERMINING CONVERSION
          PRICE OR ADJUSTMENTS..........................................66


ANNEX A - Form of Trust Agreement of the Trust

ANNEX B - Form of Guaranty Agreement relating to Preferred Securities



\\Lynne\c\MyFiles\#208 MLP - Rights Offering\Trust Indenture #5.wpd     REH

<PAGE>
     JUNIOR CONVERTIBLE SUBORDINATED INDENTURE, dated as of ___________
___, 1999 between MERRY LAND PROPERTIES, INC., a Georgia corporation (the
"COMPANY") having its principal office at 624 Ellis Street, Augusta,
Georgia 30901, and FIRST UNION NATIONAL BANK, a national banking
association ("BANK"), as Trustee (the "TRUSTEE").

                          RECITALS OF THE COMPANY

     The  Company  has  duly  authorized the execution and delivery of this
Indenture  to  provide  for  the  issuance   of   its  ____  %  Convertible
Subordinated  Debentures  (the  "DEBENTURES")  of substantially  the  tenor
hereinafter  provided  which  evidence loans made to  the  Company  of  the
proceeds from the issuance by Merry Land Capital Trust, a Delaware business
trust  (the  "TRUST"), of preferred  trust  interests  in  the  Trust  (the
"PREFERRED SECURITIES")  and  common  interests  in  the Trust (the "COMMON
SECURITIES"),  and  to  provide  the terms and conditions  upon  which  the
Debentures are to be authenticated, issued and delivered.

     All things necessary to make  the  Debentures,  when  executed  by the
Company  and  authenticated  and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company,  in  accordance  with  their and its terms,
have been done.

     NOW THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration of
the premises and the purchase of the Debentures by the Holders  thereof, it
is mutually covenanted and agreed, for the equal and proportionate  benefit
of all Holders of the Debentures, as follows:

     ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.1 DEFINITIONS. For all purpose of this Indenture, except  as
otherwise expressly provided or unless the context otherwise requires:

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

     (b)  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;

     (c)  all  accounting  terms  not otherwise  defined  herein  have  the
          meanings assigned to them  in  accordance with generally accepted
          accounting   principles,   and  the  term   "GENERALLY   ACCEPTED
          ACCOUNTING PRINCIPLES" with  respect  to any computation required
          or  permitted  hereunder  shall mean such  accounting  principles
          which  are  generally accepted  at  the  date  or  time  of  such
          computation; and

     (d)  the words "HEREIN"  and  "HEREUNDER"  and  other words of similar
          import  refer  to  this  Indenture  as  a whole and  not  to  any
          particular Article, Section or other subdivision.

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

     "ADDITIONAL SUMS" has the meaning specified in Section 10.7.

     "ADDITIONAL TAXES" means the sum of any additional  taxes,  duties and
other governmental charges to which the Trust has become subject from  time
to time as a result of a Tax Event.

     "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; PROVIDED, HOWEVER, that an Affiliate of
the Company shall  be  deemed  not to include the Trust to which Debentures
have been issued. 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.

     "APPLICABLE  PRICE"  means (c) in the case of a Non-Stock  Fundamental
Change in which the holders  of  Common Stock receive only cash, the amount
of cash received by the holder of one share of Common Stock and (ii) in the
event  of  any  other Non-Stock Fundamental  Change  or  any  Common  Stock
Fundamental Change,  the  average  of  the  Closing Prices for Common Stock
during the ten trading days prior to and including  the record date for the
determination  of  the  holders of Common Stock entitled  to  receive  such
securities, cash, or other  property  in  connection  with  such  Non-Stock
Fundamental  Change or Common Stock Fundamental Change or, if there  is  no
such record date,  the  date  upon  which the holders of Common Stock shall
have the right to receive such securities, cash, or other property, in each
case as adjusted in good faith by the  Company to appropriately reflect any
of the events referred to in Section 13.4.

     "AUTHENTICATING  AGENT" means any Person  authorized  by  the  Trustee
pursuant to Section 6.14  to  act  on behalf of the Trustee to authenticate
Debentures.

     "BOARD  OF DIRECTORS" means either  the  board  of  directors  of  the
Company or any committee of that board duly authorized to act hereunder.

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

     "BUSINESS DAY" means any  day other than a Saturday or Sunday or a day
on which banking institutions in  the  City  of  New York are authorized or
required by law or executive order to remain closed  or  a day on which the
Corporate  Trust  Office  of  the Trustee, or the principal office  of  the
Property Trustee under the Trust Agreement, is closed for business.

     "CLOSING PRICE" means on any  day the reported last sale price on such
day  or, in case no sale takes place  on  such  day,  the  average  of  the
reported closing bid and asked prices in each case on the NYSE Consolidated
Transactions  Tape,  the  Nasdaq  National  Market  or, if the stock is not
listed  or  admitted to trading on such Exchanges, on any  other  principal
national securities  exchange  on which such stock is listed or admitted to
trading or, if not listed or admitted to trading on any national securities
exchange, the average of the closing  bid  and asked prices as furnished by
any NYSE member firm, selected by the Board of Directors for that purpose.

     "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 on such
date.

     "COMMON SECURITIES" has the meaning specified in the first  recital of
this Indenture.

     "COMMON  STOCK"  means  the  Common Shares, without par value, of  the
Company.

     "COMMON STOCK FUNDAMENTAL CHANGE"  means  any  Fundamental  Change  in
which  more than 50% of the value (as determined in good faith by the Board
of Directors)  of  the  consideration  received  by holders of Common Stock
consists of common stock that for each of the ten  consecutive trading days
prior  to the record date for the determination of the  holders  of  Common
Stock entitled  to receive such common stock or, if there is no such record
date, the date on which the holders of Common Stock shall have the right to
receive such common  stock,  has  been admitted for listing or admitted for
listing subject to notice of issuance  on a national securities exchange or
quoted on the Nasdaq National Market; PROVIDED, HOWEVER, that a Fundamental
Change shall not be a Common Stock Fundamental Change unless either (i) the
Company continues to exist after the occurrence  of such Fundamental Change
and the outstanding Preferred Securities continue  to  exist as outstanding
Preferred  Securities  or  (ii)  not  later  than  the occurrence  of  such
Fundamental Change, the outstanding Preferred Securities are converted into
or  exchanged  for  shares  of  convertible preferred stock  of  an  entity
succeeding to the business of the  Company  or  a subsidiary thereof, which
convertible  preferred  stock  has  powers,  preferences,   and   relative,
participating,  optional, or other rights, and qualifications, limitations,
and  restrictions,   substantially   similar  to  those  of  the  Preferred
Securities.

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

     "COMPANY REQUEST" and "COMPANY ORDER" means, respectively, the written
request  or  order signed in the name of the Company by its Chairman of the
Board, its Vice  Chairman,  its  President  or a Vice President, and by its
Treasurer,  an Assistant Treasurer, its Controller,  its  Secretary  or  an
Assistant Secretary, and delivered to the Trustee.

     "CONVERSION AGENT" has the meaning specified in Section 13.2.

     "CONVERSION DATE" has the meaning specified in Section 13.2.

     "CONVERSION PRICE" has the meaning specified in Section 13.1.

     "CORPORATE  TRUST  OFFICE" means the office of the Trustee at which at
any particular time its duties  and  responsibilities  as trustee hereunder
are to be administered, which office at the date hereof  is located at 1525
West W. T. Harris Boulevard, 3C3, Charlotte, NC 28288.

     "CURRENT MARKET PRICE" means for any day the last reported sale price,
regular  way,  on such day of Common Stock, or, if no sale takes  place  on
such day, the average  of the reported closing bid and asked prices on such
day, regular way, in either  case  as  reported  on  the  NYSE Consolidated
Transactions Tape, or, if Common Stock is not listed or admitted to trading
on the NYSE on such day, on the principal national securities  exchange  on
which  Common  Stock  is  listed or admitted to trading, if Common Stock is
listed on a national securities  exchange,  or  the NASDAQ National Market,
or, if Common Stock is not quoted or admitted to  trading on such quotation
system,  on the principal quotation system on which  Common  Stock  may  be
listed or  admitted  to trading or quoted, or, if not listed or admitted to
trading or quoted on any  national securities exchange or quotation system,
the average of the closing  bid  and  asked  prices  of Common Stock in the
over-the-counter market on the day in question as reported  by the National
Quotation  Bureau  Incorporated, or a similar generally accepted  reporting
service, or, if not  so  available in such manner, as furnished by any NYSE
member firm selected from  time  to time by the Board of Directors for that
purpose or, if not so available in  such manner, as otherwise determined in
good faith by the Board of Directors.

     "DEBENTURES"  OR  "DEBENTURE"  means   any  debt  securities  or  debt
security,  as  the  case  may be, authenticated and  delivered  under  this
Indenture.

     "DEBT" means, with respect  to  any Person, whether recourse is to all
or a portion of the assets of such Person  and  whether  or not contingent,
(i)  every  obligation  of  such  Person  for  money  borrowed; (ii)  every
obligation of such Person evidenced by bonds, debentures,  notes  or  other
similar instruments, including obligations incurred in connection with  the
acquisition  of  property,  assets or businesses; (iii) every reimbursement
obligation of such Person with  respect  to  letters  of  credit,  bankers'
acceptances  or  similar  facilities issued for the account of such Person;
(iv) every obligation of such  Person  issued  or  assumed  as the deferred
purchase  price  of  property  or  services  (but  excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business);
(v)  every  capital  lease  obligation  of  such  Person,  and  (vi)  every
obligation  of the type referred to in clauses (i) through (v)  of  another
Person and all  dividends of another Person the payment of which, in either
case, such Person  has guaranteed or is responsible for or liable, directly
or indirectly, as  obligor or otherwise.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.7.

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

     "DEBENTURE EVENTS OF DEFAULT" has the meaning specified in Article 5.

     "EXPIRATION TIME" has the meaning specified in Section 13.4(e).

     "EXTENSION PERIOD" has the meaning specified in Section 3.11.

     "FUNDAMENTAL CHANGE" means the occurrence of any Transaction  or event
in  connection  with  a plan pursuant to which all or substantially all  of
Common Stock shall be exchanged  for,  converted  into,  acquired  for,  or
constitute  solely the right to receive securities, cash, or other property
(whether  by  means  of  an  exchange  offer,  liquidation,  tender  offer,
consolidation,  merger, combination, reclassification, recapitalization, or
otherwise); PROVIDED,  HOWEVER,  in  the case of a plan involving more than
one such Transaction or event, for purposes of adjustment of the conversion
price,  such  Fundamental Change shall be  deemed  to  have  occurred  when
substantially all  of  Common Stock shall be exchanged for, converted into,
or acquired for or constitute solely the right to receive securities, cash,
or other property, but the  adjustment  shall  be  based upon consideration
that a holder of Common Stock received in such Transaction  or  event  as a
result  of  which  more  than 50% of Common Stock shall have been exchanged
for, converted into, or acquired  for  or  constitute  solely  the right to
receive securities, cash, or other property.


     "GUARANTEE" means the guarantee by the Company of distributions on the
Preferred  Securities of the Trust to the extent provided in the  Guarantee
Agreement, substantially in the form attached hereto as Annex B, as amended
from time to time.

     "HOLDER" means a Person in whose name a Debenture is registered in the
Securities 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.

     "INTEREST PAYMENT DATE" means as to the Debentures the Stated Maturity
of an installment of interest on such Debentures.

     "INTEREST RATE" means the rate of  interest specified or determined as
specified in each Debenture as being the  rate  of interest payable on such
Debenture.

     "INVESTMENT COMPANY EVENT" means, in respect of the Trust, the receipt
by the Property Trustee on behalf of the Trust of  an  Opinion  of Counsel,
rendered by a law firm having a national tax and securities practice (which
opinion  shall  not  have  been  rescinded by such law firm), to the effect
that, as a result of the occurrence  of  a change in law or regulation or a
change  in  interpretation  or application of  law  or  regulation  by  any
legislative body, court, governmental  agency  or  regulatory  authority (a
"CHANGE  IN  1940 ACT LAW"), there is more than an insubstantial risk  that
the Trust is or will be considered an "investment company" that is required
to be registered  under  the 1940 Act, which Change in 1940 Act Law becomes
effective on or after the  date  of  original  issuance  of  the  Preferred
Securities of the Trust.

     "JUNIOR  SUBORDINATED  PAYMENT"  has  the meaning specified in Section
12.2.

     "MATURITY" when used with respect to the Debentures, means the date on
which the principal of the Debentures become  due  and  payable  as  herein
provided, whether at the Stated Maturity or by declaration of acceleration,
call or redemption or otherwise.

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

     "NON-STOCK FUNDAMENTAL CHANGE" means any Fundamental Change other than
a Common Stock Fundamental Change.

     "NOTICE OF CONVERSION" means the notice given by a Holder of Preferred
Securities  to  the  Conversion  Agent  directing  the  Conversion Agent to
exchange  such  Preferred  Securities  for Debentures and to  convert  such
Debentures into Common Stock on behalf of such holder.

     "NOTICE OF DEFAULT" has the meaning specified in Section 5.1(c).

     "NYSE" means the New York Stock Exchange.

     "OFFICERS'  CERTIFICATE"  means  a  certificate   signed  by  (i)  the
Chairman,  Chief Executive Officer, President or a Vice President,  and  by
(ii) the Treasurer,  an  Assistant Treasurer, the Controller, 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, the Trust, or  the  Trustee, but who may not be an
employee thereof, and who shall be reasonably acceptable to the Trustee.

     "OUTSTANDING" means, as of the date of determination,  all  Debentures
theretofore authenticated and delivered under this Indenture, except:

     (i)  Debentures  theretofore canceled by the Trustee or delivered
     to the Trustee for cancellation;

     (ii) Debentures for  whose  payment money in the necessary amount
     has been theretofore irrevocably  deposited  with  the Trustee or
     any Paying Agent in trust for the Holders of such Debentures; and

     (iii)  Debentures  in substitution for or in lieu of which  other
     Debentures have been  authenticated  and  delivered or which have
     been paid pursuant to Section 3.6, or which  have  been converted
     into   Common  Stock  pursuant  to  Section  13.1,  unless  proof
     satisfactory  to the Trustee is presented that any Debentures are
     held by Holders in whose hands such Debentures are valid, binding
     and legal obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of  Outstanding Debentures have given any request, demand,
authorization, direction,  notice,  consent or waiver hereunder, Debentures
owned  by  the Company or any other obligor  upon  the  Debentures  or  any
Affiliate of  the  Company  or  such other obligor shall be disregarded and
deemed  not to be outstanding, except  that,  in  determining  whether  the
Trustee shall  be  fully  protected  in  conclusively relying upon any such
request, demand, authorization, direction,  notice, consent or waiver, only
Debentures which a Responsible Officer of the  Trustee actually knows to be
so  owned  shall be so disregarded. Debentures 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 Debentures and that the pledgee is not the Company
or any other obligor upon the Debentures or any Affiliate of the Company or
such other obligor.  Upon request of the Trustee, the Company shall furnish
to the Trustee promptly  an  Officers'  Certificate listing and identifying
all Debentures, if any, known by the Company  to be owned or held by or for
the account of the Company, or any other obligor  on  the Debentures or any
Affiliate of the Company or such obligor, and, subject to the provisions of
Section  6.1,  the  Trustee  shall  be  entitled  to accept such  Officers'
Certificate as conclusive evidence of the facts therein  set  forth  and of
the  fact  that  all  Debentures not listed therein are Outstanding for the
purpose of any such determination.

     "PAYING AGENT" means  the  Trustee  or  any  Person  authorized by the
Company to pay the principal of or interest on any Debentures  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.

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

     "PREFERRED  SECURITIES" has the meaning specified in the first recital
of this Indenture.

     "PROCEEDING" has the meaning specified in Section 12.2.

     "PROPERTY TRUSTEE" means, in respect of the Trust, the commercial bank
or  trust  company identified  as  the  "Property  Trustee"  in  the  Trust
Agreement, solely  in  its  capacity as Property Trustee of the Trust under
the Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or  any  successor property trustee appointed as
therein provided.

     "PROVISIONAL REDEMPTION" has the meaning specified in Section 11.8.

     "PURCHASED SHARES" has the meaning specified in Section 13.4(e).

     "PURCHASER  STOCK  PRICE" means, with  respect  to  any  Common  Stock
Fundamental Change, the average  of  the  Closing  Prices  for common stock
received  in  such Common Stock Fundamental Change for the ten  consecutive
trading days prior  to  and including the record date for the determination
of the holders of common  stock entitled to receive such common stock or if
there is no such record date, the date on which the holders of common stock
shall have the right to receive  such  common  stock,  as  adjusted in good
faith by the Company to appropriately reflect any of the events referred to
in Section 13.4.

     "REDEMPTION  DATE,"  when  used  with respect to any Debenture  to  be
redeemed, means the date fixed for such  redemption  by or pursuant to this
Indenture.

     "REDEMPTION PRICE" has the meaning specified in Section 11.3(b).

     "REFERENCE DATE" has the meaning specified in Section 13.4(c).

     "REFERENCE MARKET PRICE" initially means $______  (which  is an amount
equal  to  _____%  of  the  reported  last  sale price for Common Stock  on
____________, 1999), and in the event of any  adjustment  of the Conversion
Price  other  than  as  a  result  of  a Non-Stock Fundamental Change,  the
Reference Market Price shall also be adjusted  so  that  the  ratio  of the
Reference  Market Price to the Conversion Price after giving effect to  any
such adjustment  shall  always  be  the  same  as  the ratio of the initial
Reference Market Price to the initial Conversion Price of the Debentures.

     "REGULAR RECORD DATE" means for the interest payable  on  any Interest
Payment  Date  the  fifteenth  day  (whether  or  not  a Business Day) next
preceding such Interest Payment Date.

     "RESPONSIBLE OFFICER" when used with respect to the  Trustee means any
officer  assigned  to  the Trustee's Corporate Trust Office, including  any
managing director, vice  president,  assistant  vice  president,  assistant
treasurer,  assistant  secretary  or  any  other  officer  of  the  Trustee
customarily  performing functions similar to those performed by any of  the
above  designated   officers  and  having  direct  responsibility  for  the
administration of this  Indenture,  and  also, with respect to a particular
matter, any other officer to whom such matter  is  referred because of such
officer's knowledge of and familiarity with the particular subject.

     "RIGHTS" has the meaning specified in Section 13.2(f).

     "SECURITIES REGISTER" AND "SECURITIES REGISTRAR"  have  the respective
meanings specified in Section 3.5.

     "SENIOR  DEBT"  means  the  principal  of  (and  premium, if any)  and
interest, if any (including interest accruing on or after the filing of any
petition  in  bankruptcy  or  for  reorganization relating to  the  Company
whether or not such claim for post-petition  interest  is  allowed  in such
proceeding),  on  Debt of the Company, whether incurred on or prior to  the
date of this Indenture  or  thereafter  incurred, unless, in the instrument
creating  or  evidencing  the  same  or  pursuant  to  which  the  same  is
outstanding, it is provided that such obligations are not superior in right
of payment to the Debentures or to other Debt  which is PARI PASSU with, or
subordinated to, the Debentures, PROVIDED, HOWEVER,  that Senior Debt shall
not be deemed to include (a) any Debt of the Company which  when  incurred,
and without respect to any election under Section 1111(b) of the Bankruptcy
Reform  Act  of 1978, was without recourse to the Company, (b) any Debt  of
the Company to  any  of  its  Subsidiaries, (c) Debt to any employee of the
Company,  (d)  any  liability  for   taxes,  (e)  Debt  or  other  monetary
obligations to trade creditors created  or assumed by the Company or any of
its Subsidiaries in the ordinary course of  business in connection with the
obtaining of goods, materials or services and (f) the Debentures.

     "SPECIAL EVENT" means a Tax Event or an Investment Company Event.

     "SPECIAL RECORD DATE" for the payment of  any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.7.

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

     "SUBSIDIARY"   means   any   corporation  of  which  at  the  time  of
determination the Company and/or one  or more Subsidiaries owns or controls
directly or indirectly more than 50% of  the  outstanding  shares of voting
stock.  For purposes of this definition, "VOTING STOCK" means  stock  which
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.

     "TAX EVENT" means the receipt by the Property Trustee on behalf of the
Trust of an Opinion of Counsel,  rendered  by  a law firm having a national
tax and securities practice (which opinion shall not have been rescinded by
such law firm), to the effect that, as a result  of  any  amendment  to, or
change  (including  any  announced prospective change) in, the laws (or any
regulations thereunder) of  the  United States or any political subdivision
or taxing authority thereof or therein  affecting  taxation, or as a result
of   any   official  administrative  pronouncement  or  judicial   decision
interpreting  or  applying  such  laws  or  regulations, which amendment or
change is effective or such pronouncement or  decision  is  announced on or
after  the  date of issuance of the Preferred Securities of the  Trust  and
does not pertain  to  the  use  of  the  proceeds  of  the  issuance of the
Debentures, there is more than an insubstantial risk that (i) the Trust is,
or  will  be  within 90 days of the date thereof, subject to United  States
Federal income  tax  with  respect  to  income  received  or accrued on the
Debentures, (ii) interest payable by the Company on the Debentures  is not,
or within 90 days of the date thereof will not be, deductible, in whole  or
in  part,  for United States Federal income tax purposes or (iii) the Trust
is, or will  be  within 90 days of the date thereof, subject to more than a
DEMINIMIS amount of other taxes, duties or other governmental charges.

     "TRADING DAY"  means  (i)  if  the  applicable  security  is listed or
admitted  for  trading  on  the New York Stock Exchange or another national
security exchange, a day on which the New York Stock Exchange or such other
national security exchange is  open for business, or (ii) if the applicable
security is quoted on the Nasdaq National Market, a day on which trades may
be made thereon, or (iii) if the  applicable  security  is  not  so listed,
admitted for trading or quoted, any day other than a Saturday or Sunday  or
day  on  which  banks  in  the City of New York, New York are authorized or
obligated by law or executive order to close.

     "TRANSACTION" has the meaning specified in Section 13.5(a).

     "TRUST"  has the meaning  specified  in  the  first  recital  of  this
Indenture.

     "TRUST AGREEMENT"  means the Trust Agreement substantially in the form
attached hereto as Annex A.

     "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 if at any time there is more than one such Person.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb),  as amended and as in effect on the date as of this
Indenture.

     "TRUST  SECURITIES"  means   the   Common   Securities  and  Preferred
Securities.

     "VICE PRESIDENT" when used with respect to the Company, means any vice
president, whether or not designated by a number or  a  word or words added
before or after the title "VICE PRESIDENT."

     SECTION 1.2 COMPLIANCE CERTIFICATE 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  (including
covenants, compliance with which constitutes  a  condition  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 (including covenants compliance
with which constitute a  condition  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  (other  than  the  certificates
provided pursuant to Section 10.5) shall include:

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

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

     (c)  a statement that, in the opinion  of 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

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

     SECTION 1.3 FORMS 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  matters  upon  which  his  certificate or
opinion is based are erroneous. Any such certificate or Opinion  of Counsel
may  be based, insofar as it relates to factual matters, upon a certificate
or opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable   care   should   know,  that  the  certificate  or  opinion  or
representations with respect to  such  matters  are  erroneous.   Where any
Person  is  required  to  make,  give  or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need  not, be consolidated and form one
instrument.

     SECTION 1.4 ACTS OF HOLDERS.

     (a)  Any request, demand, authorization,  direction,  notice, consent,
          waiver or other action provided by this Indenture  to be given to
          or taken by Holders may be embodied in and evidenced  by  one  or
          more  instruments  of  substantially similar tenor signed by such
          Holders in person or by  an agent duly appointed in writing; and,
          except as herein otherwise  expressly provided, such action shall
          become effective when such instrument  or  instruments  is or 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 6.1) conclusive  in  favor of the Trustee and the Company
          and any agent of the Trustee or  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 the  certificate  of any 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 Person acting in other than his individual capacity, such
          certificate  or affidavit shall also constitute sufficient  proof
          of his authority.

     (c)  The fact and date  of  the  execution  by  any Person 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 and in accordance  with  such reasonable
          rules as the Trustee may determine.

     (d)  The  ownership  of  Debentures shall be proved by the  Securities
          Register.

     (e)  Any request, demand,  authorization,  direction, notice, consent,
          waiver or other action by the Holder of  any Debenture shall bind
          every future Holder of the same Debenture and the Holder of every
          Debenture  issued  upon  the  transfer  thereof  or  in  exchange
          therefor  or  in  lieu  thereof in respect of  anything  done  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
          Debenture.

     (f)  The Company may, but shall not be obligated to, fix a record date
          for the purpose of determining the Holders entitled  to  take any
          action  under  this  Indenture  by  vote  or  consent.  Except as
          otherwise provided herein, such record date shall be the later of
          30  days prior to the first solicitation of such consent or  vote
          or the  date  of the most recent list of Holders furnished to the
          Trustee pursuant  to Section 7.1 prior to such solicitation. If a
          record date is fixed,  those  persons  who  were  Holders at such
          record  date (or their duly designated proxies), and  only  those
          persons, shall be entitled to take such action by vote or consent
          or to revoke any vote or consent previously given, whether or not
          such persons continue to be Holders after such record date.

     (g)  Without limiting  the  foregoing,  a Holder entitled hereunder to
          give  or  take  any  such action with regard  to  any  particular
          Debenture may do so with  regard  to  all  or  any  part  of  the
          principal  amount  of  such  Debenture  or  by  one  or more duly
          appointed  agents  each  of  which  may  do  so  pursuant to such
          appointment  with  regard  to all or any different part  of  such
          principal amount.


     SECTION 1.5 NOTICES, ETC. TO TRUSTEE AND COMPANY. Any request, demand,
authorization, direction, notice, consent,  waiver  or  Act  of  Holders or
other  document  provided  or permitted by this Indenture to be made  upon,
given or furnished to, or filed with

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

     (b)  the Company by the Trustee or  by  any Holder shall be sufficient
          for every purpose (except as otherwise  provided  in  Section 5.1
          hereof) hereunder 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 1.6 NOTICE TO HOLDERS;  WAIVER.  Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless  otherwise herein expressly provided) if  in  writing  and  mailed,
first class  postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Securities Register on the date
such notice is  mailed,  which shall be 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  1.7  CONFLICT  WITH TRUST INDENTURE ACT. If any provision  of
this Indenture limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required  under  such  act to be a part of and govern
this Indenture, the latter provision shall control.  If  any  provision  of
this  Indenture  modifies  or excludes any provision of the Trust Indenture
Act that may be so modified  or  excluded,  the  former  provision shall be
deemed to apply.

     SECTION 1.8 EFFECT OF HEADINGS AND TABLE OF CONTENTS.  The Article and
Section headings herein and the Table of Contents are for convenience  only
and shall not affect the construction hereof.

     SECTION  1.9  SUCCESSORS  AND ASSIGNS. All covenants and agreements in
this  Indenture  by the Company shall  bind  its  successors  and  assigns,
whether so expressed or not.

     SECTION 1.10  SEPARABILITY  CLAUSE.  In  case  any  provision  in this
Indenture  or in the Debentures shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.

     SECTION  1.11  BENEFITS  OF INDENTURE. Nothing in this Indenture or in
the Debentures, express or implied,  shall  give  to any Person, other than
the parties thereto, any Paying Agent and their successors  and assigns and
the Holders of the Debentures, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

     SECTION 1.12 GOVERNING LAW. This Indenture and the Debentures shall be
governed  by  and  construed  in accordance with the laws of the  State  of
Georgia without regard to its principles of conflicts of laws.

     SECTION  1.13 NON-BUSINESS  DAYS.  Except  as  otherwise  provided  in
Section 11.8, in any case where any Interest Payment Date, Redemption Date,
or Stated Maturity  of  any  Debenture  shall  not  be a Business Day, then
(notwithstanding any other provision of this Indenture  or  the Debentures)
payment of interest or principal payable on such date will be  made  on the
next  succeeding  day  that  is a Business Day (and without any interest or
other payment in respect of any  such delay) with the same force and effect
as if made on the Interest Payment Date or Redemption Date or at the Stated
Maturity, PROVIDED, HOWEVER, that  no  interest shall accrue for the period
from and after such Interest Payment Date  or  Redemption  Date  or  Stated
Maturity.

                         ARTICLE 2 DEBENTURE FORM

     SECTION   2.1  FORMS  GENERALLY.  The  Debentures  and  the  Trustee's
certificate of authentication  shall  be  in  substantially  the forms sets
forth in this Article 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  applicable tax laws or the rules of any securities
exchange or as may, consistently  herewith,  be  determined by the officers
executing  such  Debentures,  as  evidenced  by  their  execution   of  the
Debentures.

     The  definitive Debentures shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods, if required by
any securities  exchange  on which the Debentures may be listed, on a steel
engraved border or steel engraved  borders  or may be produced in any other
manner  permitted  by the rules of any securities  exchange  on  which  the
Debentures may be listed,  all as determined by the officers executing such
Debentures, as evidenced by their execution of such Debentures.

     SECTION 2.2 FORM OF FACE OF DEBENTURE.

     ____ % Convertible Subordinated Debenture due __________ __, 2029

     No.                                                                  1
$__________

     Merry  Land  Properties,  Inc.,  a  corporation organized and existing
under the laws of Georgia (the "COMPANY," which term includes any successor
corporation  under  the  Indenture  hereinafter  referred  to),  for  value
received,  hereby promises to pay to _____________________,  or  registered
assigns, the   principal  sum of _______________ on __________ __, 2029 and
to pay interest on said principal  sum from __________ __, 1999 or from the
most recent interest payment date (each  such  date,  an  "INTEREST PAYMENT
DATE")  on  which  interest  has been paid or duly provided for,  quarterly
until the principal hereof is  paid  or duly provided for or made available
for payment subject to deferral as set forth herein in arrears on September
30, December 31, March 31, and June 30  of  each  year, commencing December
31, 1999 at the rate of ____ % per annum, until the  principal hereof shall
have  become due and payable.  Whenever there is unpaid  deferred  interest
outstanding, the interest rate on the Debentures will be adjusted quarterly
to the  rate corresponding to the number of quarters for which interest has
been deferred, as follows:
<TABLE>
<CAPTION>
    Quarters of                     Quarters of
 DEFERRED INTEREST ADJUSTED RATE DEFERRED INTEREST ADJUSTED RATE
------------------ ------------- ----------------- -------------
<S>                <C>           <C>               <C>
0                  9.000000%     11                11.4957945
1                  9.2025000     12                11.7544499
2                  9.4095563     13                12.0189250
3                  9.6212713     14                12.2893508
4                  9.8377499     15                12.5658612
5                  10.0590992    16                12.8485931
6                  10.2864290    17                13.1376865
7                  10.5168511    18                13.4332844
8                  10.7534803    19                13.7355333
9                  10.9954336    20                14.0445828
10                 11.248308
</TABLE>

     The interest rate change on the Debentures will be effective beginning
the calendar  day  subsequent  to the relevant Interest Payment Date.  Upon
payment of all deferred interest  on  the  Debentures,  the  interest  rate
thereon will return to ____ % per annum, effective on the date all deferred
interest is paid

     Reference  is  hereby made to the further provisions of this Debenture
set forth on the reverse  hereof,  which  further  provisions shall for all
purpose 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
Debenture 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.

Dated:_____________                MERRY LAND PROPERTIES, INC.


                              By:_________________________
                              Name:______________________
                              Title:_______________________


     SECTION 2.3 FORM OF REVERSE OF DEBENTURE. This  Debenture  is one of a
duly  authorized  issue  of  Debentures  of  the Company (the "DEBENTURES")
limited to the aggregate principal amount of $_____________,  issued and to
be  issued under a Junior Convertible Subordinated Indenture, dated  as  of
____________,  1999  (the "INDENTURE"), between the Company and First Union
National Bank, as Trustee (herein called the "TRUSTEE," which term includes
any successor trustee  under the Indenture), to which the 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 Trustee,  the  Company and the Holders of the Debentures,
and  of  the  terms  upon  which  the  Debentures   are,  and  are  to  be,
authenticated  and  delivered.  All terms used in this Debenture  that  are
defined in the Indenture shall have  the  meanings  assigned to them in the
Indenture.

     The amount of interest payable for any period will  be computed on the
basis of a 360-day year of twelve 30-day months. For periods  less  than  a
full   month,  interest  shall  be computed on the actual number of elapsed
days over 360 days. In the event that any date on which interest is payable
on this Debenture is not a Business  Day,  then  payment of the interest on
such date will be made on the next succeeding day  which  is a Business Day
(and  without any interest or other payment in respect of any  such  delay)
with the  same  force  and  effect  as  if made on the date the payment was
originally payable. The interest installment  so  payable,  and  punctually
paid  or  duly provided for, on any Interest Payment Date will, as provided
in the Indenture,  be  paid  to the Person in whose name this Debenture (or
one  or  more Predecessor Debentures,  as  defined  in  the  Indenture)  is
registered  at  the  close of business on the Regular Record Date, for such
interest installment which  shall  be  the  date  which is the Business Day
next  preceding such Interest Payment Date. Any such  interest  installment
not so  punctually  paid  or  duly provided for shall 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 Debenture  (or  one  or  more  Predecessor
Debentures) 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 Debentures  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 Debentures may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the Indenture.

     The Company shall have the right at any  time  during the term of this
Debenture, from time to time, to extend the interest payment period of such
Debenture for up to 20 consecutive quarters with respect  to  each deferral
period  (each  such  deferral period, an "EXTENSION PERIOD"), during  which
periods the Company shall  have the right not  to make payments of interest
on any Interest Payment Date, and at the end of which the Company shall pay
all  interest  then accrued and  unpaid;  PROVIDED  that  during  any  such
Extension Period,  the Company will not, and will not permit any Subsidiary
to  (a) declare or pay  any  dividends  or  distributions  on,  or  redeem,
purchase, acquire or make a liquidation payment with respect to, any shares
of the  Company's  capital  stock  or  (b)  make  any payment of principal,
interest or premium, if any, on or repay, repurchase  or  redeem  any  debt
securities (including guarantees of indebtedness for money borrowed) of the
Company  that  rank PARI PASSU with or junior to the Debentures (other than
(i) any dividend, redemption, liquidation, interest, principal or guarantee
payment by the Company  where  the  payment  is  made  by way of securities
(including  capital  stock)  that  rank  PARI PASSU with or junior  to  the
securities  on  which  such dividend, redemption,  interest,  principal  or
guarantee payment is being  made,  (ii)  redemptions  or  purchases  of any
rights pursuant to a stockholder rights agreement and the declaration  of a
dividend  of such rights or the issuance of preferred stock under such plan
in the future, (iii) payments under the Guarantee, (iv) purchases of Common
Stock related  to  the  issuance of Common Stock under any of the Company's
benefit plans for its directors,  officers or employees, (v) as a result of
a  reclassification of the Company's  capital  stock  or  the  exchange  or
conversion  of  one  series  or  class  of  the Company's capital stock for
another  series  or  class  of the Company's capital  stock  and  (vi)  the
purchase of fractional interests  in  shares of the Company's capital stock
pursuant to the conversion or exchange  provisions of such capital stock or
the security being converted or exchanged). Prior to the termination of any
such Extension Period, the Company may further  extend the interest payment
period,  PROVIDED  that  no  Extension Period shall exceed  20  consecutive
quarters or extend beyond the  Stated  Maturity of this Debenture. Upon the
termination  of any such Extension Period  and  upon  the  payment  of  all
accrued and unpaid  interest  and,  the  Company  may  elect to begin a new
Extension Period, subject to the above requirements. No  interest  shall be
due  and payable during an Extension Period except at the end thereof.  The
Company shall give the Trustee, the Property Trustee and the Administrative
Trustees  notice  of  its  selection  of  an  Extension Period at least one
Business Day prior to the earlier of (i) the record  date  for the date the
distributions  on  the Preferred Securities (or if no Preferred  Securities
are outstanding, for  the  date interest on the Debentures) would have been
payable except for the election  to begin such Extension Period or (ii) the
date the Property Trustee of the Trust  is  (or  if no Preferred Securities
are outstanding, the Debenture Trustee is) required  to give notice to NYSE
or  other applicable self-regulatory organizations or to  holders  of  such
Preferred  Securities  (or,  if no Preferred Securities are outstanding, to
the Holders of such Debentures) of the record date.

     Payment of the principal  of  and  interest  on this Debenture will be
made  to the Trustee or its nominee and 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  debts; PROVIDED, HOWEVER, that at the option
of the Company payment of interest  may  be made (a) by check mailed to the
address of the Person entitled thereto as  such address shall appear in the
Securities Register or (b) by wire transfer  in immediately available funds
at  such  place  and  to such account as may be designated  by  the  Person
entitled thereto as specified in the Securities Register.

     The  indebtedness evidenced  by  this  Debenture  is,  to  the  extent
provided in  the Indenture, subordinate and subject in right of payments to
the prior payment in full of all Senior Debt (as defined in the Indenture),
and this Debenture  is  issued  subject  to the provisions of the Indenture
with respect thereto. Each Holder of this Debenture, by accepting the same,
(a)  agrees to and shall be bound by such provisions,  (b)  authorizes  and
directs  the Trustee on his behalf to take such actions as may be necessary
or appropriate to effectuate the subordination so provided and (c) appoints
the Trustee his attorney-in-fact for any and all such purposes. Each Holder
hereof, by  his  acceptance  hereof, waives all notice of the acceptance of
the subordination provisions contained  herein and in the Indenture by each
holder of Senior Debt, whether now outstanding  or  hereafter incurred, and
waives reliance by each such holder upon said provisions.

     At any time on or after ___________ __, 2004, the  Company may, at its
option, subject to the terms and conditions of Article 11 of the Indenture,
redeem this Debenture in whole at any time or in part from time to time, at
a Redemption Price equal to the principal amount of this Debenture plus any
accrued  and unpaid interest, to the date fixed for such redemption.    The
Company also may redeem this Debenture, in whole or in part, subject to the
terms and  conditions  of  Article  11  of the Indenture, at any time, at a
Redemption  Price equal to the principal amount  of  this  Debenture  being
redeemed, plus any accrued and unpaid interest, if the Current Market Price
of the Common  Stock  shall have exceeded 150% of the Conversion Price then
in effect for at least  20 Trading Days within any period of 30 consecutive
Trading Days ending not more  than  five  Trading Days prior to the date of
mailing of the notice given as set forth in Section 11.3 of the Indenture.

     In  the event of redemption of this Debenture  in  part  only,  a  new
Debenture or Debentures for the unredeemed portion hereof will be issued in
the name of  the  Holder hereof upon the cancellation hereof.  If a Special
Event shall occur and  be  continuing, this Debenture shall be exchangeable
for Preferred Securities in  accordance  with Section 11.9 of the Indenture
or, in certain circumstances, redeemable by  the Company in accordance with
Section 11.8 of the Indenture.  Subject to the  terms  and  conditions  set
forth in Article 13 of the Indenture, this Debenture is convertible, at the
option of the Holder hereof, into shares of Common Stock.

     If  a  Debenture  Event  of Default shall occur and be continuing, the
principal of the Debentures may  be declared due and payable in the manner,
with the effect and subject to the  conditions  provided  in the Indenture.
The   Indenture   contains  provisions  for  satisfaction,  discharge   and
defeasance of the entire  indebtedness of this Debenture upon compliance by
the Company with certain conditions set forth in the Indenture.

     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 Debentures to be affected
under the Indenture at any time by the Company  and  the  Trustee  with the
consent of the Holders of a majority in principal amount of the Debentures.
The  Indenture  also  contains  provisions  permitting Holders of specified
percentages in principal amount of the Debentures  at the time Outstanding,
on  behalf  of the Holders of all Debentures, 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
shall be conclusive and binding upon the Holder of this  Debenture and upon
all future Holders of this Debenture and of any Debenture  issued  upon the
registration  of transfer hereof or in exchange therefor or in lieu hereof,
whether or not  notation  of  such  consent  or  waiver  is  made upon this
Debenture.

     As  provided in and subject to the provisions of the Indenture,  if  a
Debenture Event of Default shall occur and be continuing, then and in every
such case  the  Trustee  or  the  Holders of not less than 25% in principal
amount of the Outstanding Debentures  may  declare  the principal amount of
all  the  Debentures  to be due and payable immediately,  by  a  notice  in
writing to the Company  (and  to the Trustee if given by Holders), PROVIDED
that, if a Debenture Event of Default shall occur and be continuing and the
Trustee or the Holders of not less  than  25%  in  principal  amount of the
Outstanding  Debentures  shall  fail  to  declare the principal of all  the
Debentures to be immediately due and payable,  the  holders of at least 25%
in   aggregate   liquidation  amount  of  the  Preferred  Securities   then
outstanding shall have such right by a notice in writing to the Company and
the Trustee; and upon  any  such  declaration  such  principal  amount  (or
specified  amount)  of and the accrued interest on all the Debentures shall
become immediately due  and payable, PROVIDED that the payment of principal
and interest on such Debentures  shall  remain  subordinated  to the extent
provided in Article 12 of the Indenture.

     No  reference  herein  to  the  Indenture  and  no  provision  of this
Debenture  or of the Indenture shall alter or impair the obligation of  the
Company, which  is  absolute and unconditional, to pay the principal of and
interest on this Debenture 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 Debenture is registrable in the
Securities Register, upon surrender of  this  Debenture for registration of
transfer at the office or agency of the Company  maintained  under  Section
10.2  of  the  Indenture  duly  endorsed  by,  or  accompanied by a written
instrument  of  transfer  in  form  satisfactory  to  the Company  and  the
Securities Registrar duly executed by, the Holder hereof  or  his  attorney
duly  authorized  in writing, and thereupon one or more new Debentures,  of
authorized denominations  and for the same aggregate principal amount, will
be issued to the designated  transferee  or  transferees. 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  Debenture  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  Debenture is registered as
the  owner  hereof  for  all  purposes, whether or not  this  Debenture  be
overdue, and neither the Company,  the  Trustee nor any such agent shall be
affected by notice to the contrary.

     The Debentures are issuable only in registered form without coupons in
denominations of $10 and any integral multiple  thereof. As provided in the
Indenture and subject to certain limitations therein  set forth, Debentures
are exchangeable for a like aggregate principal amount  of  Debentures of a
different authorized denomination, as requested by the Holder  surrendering
the same.

     The  Company  and, by its acceptance of this Debenture or a beneficial
interest therein, the  Holder of, and any Person that acquires a beneficial
interest in, this Debenture agree that for United States Federal, state and
local  tax  purposes  it  is   intended   that  this  Debenture  constitute
indebtedness.

     THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE OF GEORGIA  WITHOUT  REGARD  TO
CONFLICTS OF LAW PRINCIPLES THEREOF.

                              ASSIGNMENT FORM

     To assign this Debenture, fill in the form below:

              (I) or (we) assign and transfer this Security to

------------------------------------------------------------------------------
     (Insert assignee's social security or tax I.D. no.)

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

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

------------------------------------------------------------------------------
     (Print or type assignee's name, address and zip code)

and  irrevocably  appoint  _________________________________as   agent   to
transfer  this  Debenture  on  the  books  of  the  Company.  The agent may
substitute another to act for him.

     Your Signature:____________________________________   (Sign exactly as
your name appears on the other side of this Security)

     Date:_____________________

     Signature Guarantee: *_______________________________________________

     Signature  must be guaranteed by an institution which is a  member  of
     one of the following recognized  signature Guaranty Programs:

     (i) The Securities Transfer Agent Medallion Program (STAMP);
     (ii) The New York Stock Exchange Medallion Program (MSP);
     (iii) The Stock Exchange Medallion Program (SEMP); or
     (iv) in such other guarantee programs acceptable to the Trustee.


                           NOTICE OF CONVERSION

To:  Merry Land Properties

     The undersigned  owner  of this Debenture hereby irrevocably exercises
the option to convert this Debenture, or the portion below designated, into
Common Shares of MERRY LAND PROPERTIES,  INC.  in accordance with the terms
of the Indenture referred to in this Debenture, and directs that the shares
issuable  and  deliverable  upon conversion, together  with  any  check  in
payment for fractional shares,  be  issued  in the name of and delivered to
the  undersigned,  unless  a  different  name has  been  indicated  in  the
assignment below. If shares are to be issued  in the name of a person other
than the undersigned, the undersigned will pay  all  transfer taxes payable
with respect thereto.

Date:________________, ____ in whole -- Portions of Debenture to be in part
converted ($10 or integral multiples -- thereof): $____________________

                              _______________________________
                              Signature (for conversion only)

Please Print or Typewrite Name and Address, Including  Zip Code, and Social
Security or Other Identifying Number

          __________________________

          __________________________

          __________________________

Signature Guarantee:*__________________________________

     Signature must be guaranteed by an institution which  is  a  member of
     one of the following recognized  Signature Guaranty Programs:

     (i) The Securities Transfer Agent Medallion Program (STAMP);
     (ii) The New York Stock Exchange Medallion Program (MSP);
     (iii) The Stock Exchange Medallion Program (SEMP); or
     (iv) in such other guarantee programs acceptable to the Trustee.

                              AUTHENTICATION

This  is  one  of  the  Debentures  referred  to  in  the  within mentioned
Indenture.

                         _________________________, as Trustee

                         By:_______________________________
                              Authorized Signatory


Dated:_____________________

     SECTION 2.4 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.  The form
of Trustee's Certificate of Authentication shall be as follows:*

This  is  one  of  the  Debentures  referred  to  in  the  within mentioned
Indenture.

                         _________________________, as Trustee

                         By:__________________________________
                              Authorized Signatory


Dated:_____________________"

     *Or in the form provided in Section 6.14 in the event that  a separate
Authenticating Agent is appointed pursuant thereto.

     SECTION  2.5  INITIAL  ISSUANCE  TO  PROPERTY  TRUSTEE. The Debentures
initially issued to the Property Trustee of the Trust  shall be in the form
of one or more individual certificates in definitive, fully registered form
without coupons.


                         ARTICLE 3 THE DEBENTURES

     SECTION  3.1 AMOUNT OF DEBENTURES. The aggregate principal  amount  of
Debentures which may be authenticated and delivered under this Indenture is
$___________ ,  except  for  Debentures  authenticated  and  delivered upon
registration  of,  transfer  of,  or in exchange for, or in lieu of,  other
Debentures pursuant to Sections 3.4, 3.5 or 3.6.

     SECTION 3.2 DENOMINATIONS. The  Debentures shall be in registered form
without coupons and shall be issuable  in  denominations  of  $10  and  any
integral multiple thereof.

     SECTION  3.3  EXECUTION,  AUTHENTICATION,  DELIVERY  AND  DATING.  The
Debentures  shall  be executed on behalf of the Company by its President or
one of its Vice Presidents under its corporate seal reproduced or impressed
thereon and attested  by its Secretary or one of its Assistant Secretaries.
The signature of any of  these  officers on the Debentures may be manual or
facsimile.

     Debentures bearing the manual  or  facsimile signatures of individuals
who were at any time the proper officers  of  the  Company  shall  bind the
Company,  notwithstanding  that such individuals or any of them have ceased
to hold such offices prior to  the  authentication  and  delivery  of  such
Debentures  or  did  not  hold such offices at the date of such Debentures.
Upon the execution and delivery  of  this  Indenture,  or from time to time
thereafter, Debentures may be executed by the Company and  delivered to the
Trustee  for  authentication, and the Trustee shall thereupon  authenticate
and deliver said  Debentures  to  or upon Company Order without any further
action by the Company. Debentures may be authenticated on original issuance
from time to time and delivered pursuant  to  such procedures acceptable to
the Trustee ("PROCEDURES") as may be specified from time to time by Company
Order. Procedures may authorize authentication  and  delivery  pursuant  to
instructions  of the Company or a duly authorized agent, which instructions
shall be promptly  confirmed in writing.  Each Debenture shall be dated the
date of its authentication.

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

     SECTION  3.4  TEMPORARY  DEBENTURES.   Pending   the   preparation  of
definitive Debentures, the Company may execute, and upon Company  Order the
Trustee  shall  authenticate  and  deliver, temporary Debentures which  are
printed, lithographed, typewritten,  mimeographed or otherwise produced, in
any denomination, substantially of the  tenor  of the definitive Debentures
in  lieu  of  which  they are issued and with such appropriate  insertions,
omissions, substitutions  and  other  variations  as the officers executing
such  Debentures  may determine, as evidenced by their  execution  of  such
Debentures.

     If temporary Debentures  are issued, the Company will cause definitive
Debentures to be prepared without unreasonable delay. After the preparation
of definitive Debentures, the temporary  Debentures  shall  be exchangeable
for definitive Debentures upon surrender of the temporary Debentures at the
office  or agency of the Company designated for the purpose without  charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Debentures,  the  Company  shall execute and the Trustee shall authenticate
and deliver in exchange therefor  a  like  principal  amount  of definitive
Debentures  of authorized denominations. Until so exchanged, the  temporary
Debentures shall  in  all  respects  be entitled to the same benefits under
this Indenture as definitive Debentures.

     SECTION 3.5 REGISTRATION, TRANSFER  AND  EXCHANGE.  The  Company shall
cause to be kept at the Corporate Trust Office of the Trustee a register in
which,  subject  to  such  reasonable regulations as it may prescribe,  the
Company shall provide for the  registration  of Debentures and of transfers
of  Debentures.   Such  register is herein sometimes  referred  to  as  the
"SECURITIES  REGISTER."  The   Trustee   is  hereby  appointed  "SECURITIES
REGISTRAR"  for  the purpose of registering  Debentures  and  transfers  of
Debentures as herein provided.  Upon surrender for registration or transfer
of any Debenture at the office or agency of the Company designated for that
purpose the Company  shall  execute, and the Trustee shall authenticate and
deliver, in the name of the designated  transferee  or  transferees, one or
more  new Debentures of any authorized denominations, of a  like  aggregate
principal amount.  At the option of the Holder, Debentures may be exchanged
for other  Debentures  of any authorized denominations, of a like aggregate
principal amount, upon surrender  of the Debentures to be exchanged at such
office or agency. Whenever any Debentures  are so surrendered for exchange,
the Company shall execute, and the Trustee shall  authenticate and deliver,
the Debentures which the Holder making the exchange is entitled to receive.
All Debentures issued upon any transfer or exchange  of Debentures shall be
the  valid  obligations  of  the  Company,  evidencing the same  debt,  and
entitled  to  the  same benefits under this Indenture,  as  the  Debentures
surrendered upon such  transfer  or exchange.  Every Debenture presented or
surrendered for transfer or exchange  shall  (if so required by the Company
or  the Securities Registrar) be duly endorsed,  or  be  accompanied  by  a
written  instrument of transfer in form satisfactory to the Company and the
Securities  Registrar,  duly executed by the Holder thereof or his attorney
duly authorized in writing.   No  service  charge shall be made to a Holder
for any transfer or exchange of Debentures,  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  transfer  or  exchange  of
Debentures.

     Neither the Company nor the Trustee shall be required, pursuant to the
provisions  of  this  Section,  (a)  to  issue,  transfer  or  exchange any
Debenture  during  a  period  beginning at the opening of business 15  days
before  the  day of selection for  redemption  of  Debentures  pursuant  to
Article 11 and  ending  at  the  close of business on the day of mailing of
notice  of  redemption or (b) to transfer  or  exchange  any  Debenture  so
selected for  redemption  in  whole  or in part, except, in the case of any
Debenture to be redeemed in part, any portion thereof not to be redeemed.

     Upon  any  distribution  of  the Debentures  to  the  holders  of  the
Preferred Securities in accordance  with  the  Trust Agreement, the Company
and  the  Trustee  shall enter into a supplemental  indenture  pursuant  to
Section 9.1(h) to provide  for  transfer  procedures  with  respect  to the
Debentures  substantially similar to those contained in the Trust Agreement
to the extent  applicable in the circumstances existing at the time of such
distribution.

     SECTION 3.6  MUTILATED,  DESTROYED, LOST AND STOLEN DEBENTURES. If any
mutilated  Debenture is surrendered  to  the  Trustee  together  with  such
security or  indemnity  as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Debenture and bearing a
number not contemporaneously  outstanding.   If there shall be delivered to
the Company and to the Trustee (a) evidence to  their  satisfaction  of the
destruction,  loss  or  theft  of  any  Debenture, and (b) such security or
indemnity as may be required by them to save  each  of them harmless, then,
in  the absence of actual notice to the Company or the  Trustee  that  such
Debenture  has  been  acquired  by a bona fide purchaser, the Company shall
execute and upon the receipt of a  Company  Order requesting authentication
its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Debenture, a new Debenture  bearing  a number not
contemporaneously outstanding.  In case any such mutilated, destroyed, lost
or  stolen Debenture has become or is about to become due and payable,  the
Company in its discretion may, instead of issuing a new Debenture, pay such
Debenture.   Upon the issuance of any new Debenture under this Section, the
Company may require  the  payment  of  a sum sufficient to cover any tax or
other governmental charge that may be imposed  in  relation thereto and any
other expenses (including the fees and expenses of the  Trustee)  connected
therewith.  Every new Debenture issued pursuant to this Section in  lieu of
any  destroyed,  lost  or  stolen  Debenture  shall  constitute an original
additional  contractual  obligation  of  the Company, whether  or  not  the
destroyed, lost or stolen Debenture 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  Debentures  duly   issued
hereunder.  The provisions of this Section are exclusive and shall preclude
(to  the  extent  lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debentures.

     SECTION 3.7 PAYMENT  OF  INTEREST; INTEREST RIGHTS PRESERVED. Interest
on any Debenture 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 Debenture (or one or more Predecessor Debentures)  is  registered
at  the  close of business on the Regular Record Date, except that interest
payable on  the  Stated  Maturity  of  the  Debentures shall be paid to the
Person to whom principal is paid.  Any interest  on the Debentures which is
payable,  but  is  not  timely paid or duly provided for,  on  an  Interest
Payment Date ("DEFAULTED INTEREST"), shall forthwith cease to be payable to
the registered Holder on  the  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 (a) or (b) below:

     (a)  The Company may elect  to  make payment of any Defaulted Interest
          to the Persons in whose names the Debentures (or their respective
          Predecessors Debentures) 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 the Debentures and the
          date of the proposed payment, and  at  the  same time the Company
          shall deposit with the Trustee an amount of money  equal  to  the
          aggregate amount proposed to be paid in respect of such Defaulted
          Interest  or  shall make arrangements satisfactory to the Trustee
          for such deposit  prior to the date of the proposed payment, such
          money when deposited  to  be held in trust for the benefit of the
          Persons entitled to such Defaulted  Interest  as  in  this Clause
          provided.  Thereupon the Trustee shall fix a Special Record  Date
          for the payment  of  such  Defaulted  Interest which shall be not
          more than 15 days and not less than 10  days prior to the date of
          the proposed payment and not less than 10  days after the receipt
          by the Trustee of the notice of the proposed payment. The Trustee
          shall  promptly  notify the Company of such Special  Record  Date
          and, in the name and  at  the expense of the Company, shall cause
          notice of the proposed payment of such Defaulted Interest and the
          Special Record Date therefor  to  be mailed, first class, postage
          prepaid, to each Holder of the Debentures  at the address of such
          Holder as it appears in the Securities 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 mailed as aforesaid, such Defaulted Interest
          shall be paid to the  Persons  in  whose names the Debentures (or
          their respective Predecessor Debentures)  are  registered on such
          Special  Record Date and shall no longer be payable  pursuant  to
          the following clause (b).

     (b)  The Company  may  make  payment  of any Defaulted Interest in any
          other lawful manner not inconsistent with the requirements of any
          securities exchange on which the Debentures  may  be  listed and,
          upon such notice as may be required by such exchange (or  by  the
          Trustee if the Debentures are not listed), if, after notice given
          by the Company to the Trustee of the proposed payment pursuant to
          this  Clause,  such  payment  shall  be deemed practicable by the
          Trustee.

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

     SECTION 3.8  PERSONS  DEEMED  OWNERS.  The  Company,  the Trustee, the
Paying  Agent  and  any agent of the Company or the Trustee or  the  Paying
Agent may treat the Person in whose name any Debenture is registered as the
owner of such Debenture  for  the purpose of receiving payment of principal
of and (subject to Section 3.7)  interest  or premium on such Debenture and
for  all  other  purposes  whatsoever, whether or  not  such  Debenture  be
overdue, and neither the Company,  the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.

     SECTION  3.9  CANCELLATION. All Debentures  surrendered  for  payment,
redemption, conversion  transfer  or  exchange shall, if surrendered to any
Person other than the Trustee, be delivered  to  the  Trustee, and any such
Debentures and Debentures surrendered directly to the Trustee  for any such
purpose  shall  be  promptly  canceled  by it. The Company may at any  time
deliver  or  cause  to  be delivered to the Trustee  for  cancellation  any
Debentures  previously authenticated  and  delivered  hereunder  which  the
Company may have  acquired  in any manner whatsoever, and all Debentures so
delivered shall be promptly canceled by the Trustee. No Debentures shall be
authenticated in lieu of or in  exchange  for  any  Debentures  canceled as
provided  in this Section, except as expressly permitted by this Indenture.
All canceled  Debentures shall be destroyed by the Trustee and upon written
request, the Trustee  shall  deliver  to  the Company a certificate of such
destruction.

     SECTION 3.10 COMPUTATION OF INTEREST. Interest on the Debentures shall
be computed on the basis of a 360-day year  of  twelve  30-day months.  For
periods less than a full month, interest on Debentures shall be computed on
the basis of the actual number of elapsed days based on a 360-day year.

     SECTION  3.11 DEFERRALS OF INTEREST PAYMENT DATES. The  Company  shall
have the right,  at  any time during the term of the Debentures, so long as
no Debenture Event of  Default has occurred and is continuing, from time to
time to extend the interest  payment period for the Debentures for up to 20
consecutive  quarters  with respect  to  each  deferral  period  (each,  an
"EXTENSION PERIOD") during  which  periods the Company shall have the right
to not make payments of interest on  any  Interest Payment Date, and at the
end  of  such  Extension Period the Company shall  pay  all  interest  then
accrued  and unpaid  thereon,  PROVIDED,  HOWEVER,  that  during  any  such
Extension Period, the Company shall not, and shall cause any Subsidiary not
to, (a) declare  or  pay  any  dividends  or  distributions  on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any shares
of  the  Company's  capital  stock  or  (b)  make any payment of principal,
interest or premium, if any, on or repay, repurchase  or  redeem  any  debt
securities (including guarantees of indebtedness for money borrowed) of the
Company  that  rank PARI PASSU with or junior to the Debentures (other than
(i) any dividend, redemption, liquidation, interest, principal or guarantee
payment by the Company  where  the  payment  is  made  by way of securities
(including  capital  stock)  that  rank  PARI PASSU with or junior  to  the
securities  on  which  such dividend, redemption,  interest,  principal  or
guarantee payment is being  made,  (ii)  redemptions  or  purchases  of any
rights pursuant to a stockholder rights agreement and the declaration  of a
dividend  of  such  rights  or  the  issuance of preferred stock under such
stockholder  rights  agreement  in the future,  (iii)  payments  under  the
Guarantee, (iv) purchases of Common Stock related to the issuance of Common
Stock under any of the Company's  benefit plans for its directors, officers
or  employees,  (v)  as a result of a  reclassification  of  the  Company's
capital stock or the exchange  or  conversion of one series or class of the
Company's  capital stock for another  series  or  class  of  the  Company's
capital stock  and  (vi)  the purchase of fractional interests in shares of
the  Company's  capital  stock  pursuant  to  the  conversion  or  exchange
provisions  of such capital  stock  or  the  security  being  converted  or
exchanged). Prior  to  the  termination  of  any such Extension Period, the
Company may further extend the interest payment  period,  PROVIDED  that no
such Extension Period shall exceed 20 consecutive quarters or extend beyond
the  Stated  Maturity  of the Debentures. Upon termination of any Extension
Period and upon the payment  of  all  accrued and unpaid interest then due,
the  Company  may  select a new Extension  Period,  subject  to  the  above
requirements. No interest,  shall  be  due  and payable during an Extension
Period, except at the end thereof. The Company  shall  give the Trustee and
the  Property  Trustee  written notice of its selection of  such  Extension
Period at least one Business  Day  prior  to  the earlier of (i) the record
date  for  the date the distributions on the Preferred  Securities  of  the
Trust (or, if  no  Preferred  Securities  are  outstanding,  for  the  date
interest on the Debentures) would have been payable except for the election
to  begin such Extension Period and (ii) the date the Property Trustee (or,
if no  Preferred  Securities  are  outstanding, the Trustee) is required to
give notice to NYSE or other applicable  self-regulatory organization or to
holders of such Preferred Securities (or,  if  no  Preferred Securities are
outstanding, to the Holders of such Debentures) of such record date, but in
any event not less than one Business Day prior to such  record  date.  Such
notice  shall specify the period selected.  The Trustee shall promptly give
notice of  the  Company's selection of such Extension Period to the Holders
of the outstanding Debentures and Preferred Securities.

     SECTION  3.12  RIGHT  OF  SET-OFF.  Notwithstanding  anything  to  the
contrary in the  Indenture, the Company shall have the right to set-off any
payment it is otherwise  required  to  make  thereunder  in  respect of the
Debenture   to   the  extent  the  Company  has  theretofore  made,  or  is
concurrently on the  date of such payment making, a payment relating to the
Debentures under the Guarantee.

     SECTION 3.13 AGREED  TAX  TREATMENT.  Each  Debenture issued hereunder
shall provide that the Company and, by its acceptance  of  a Debenture or a
beneficial interest therein, the Holder of, and any Person that  acquires a
beneficial  interest  in,  such  Debenture  agree  that  for  United States
Federal,  state  and local tax purposes it is intended that such  Debenture
constitute indebtedness.

     SECTION 3.14  CUSIP NUMBERS. The Company in issuing the Debentures may
use "CUSIP" numbers  (if  then  generally  in use), and, if so, the Trustee
shall use such "CUSIP" number in notices of  redemption as a convenience to
Holders; PROVIDED that any such notice may state  that no representation is
made  as  to  the  correctness  of  such number either as  printed  on  the
Debentures or as contained in any notice  of a redemption and that reliance
may  be  placed only on the other identification  numbers  printed  on  the
Debentures,  and any such redemption shall not be affected by any defect in
or omission of such numbers.

     SECTION 3.15 DISTRIBUTION OF DEBENTURES.

     (a) In connection  with  distribution  of Debentures to holders of the
Preferred  Securities  in  connection  with  the involuntary  or  voluntary
dissolution of the Trust, including a dissolution  following the occurrence
of a Special Event,  the Debentures in certificated  form  may be presented
to  the  Trustee  by  the  Property  Trustee  and  any  Preferred  Security
certificate  which  represents  Preferred  Securities  will  be  deemed  to
represent  beneficial  interests  in Debentures presented to the Trustee by
the Property Trustee having an aggregate  principal  amount  equal  to  the
aggregate  liquidation  amount  of  the  Preferred  Securities  until  such
Preferred  Security  certificates are presented to the Securities Registrar
for  transfer  or  reissuance   at   which  time  such  Preferred  Security
certificates will be canceled and a Debenture,  registered  in  the name of
the holder of the Preferred Security certificate or the transferee  of  the
holder  of such Preferred Security certificate, as the case may be, with an
aggregate principal amount equal to the aggregate liquidation amount of the
Preferred  Security  certificate  canceled, will be executed by the Company
and delivered to the Trustee for authentication  and delivery in accordance
with  this  Indenture.  On  issue of such Debentures,  Debentures  with  an
equivalent aggregate principal  amount  that were presented by the Property
Trustee to the Trustee will be deemed to have been canceled.

                   ARTICLE 4 SATISFACTION AND DISCHARGE

     SECTION 4.1 SATISFACTION AND DISCHARGE  OF  INDENTURE.  This Indenture
shall cease to be of further effect (except as to (i) any surviving  rights
of  conversion,  transfer,  substitution  and  exchange of Debentures, (ii)
rights   hereunder  of  Holders to receive payments  of  principal  of  and
interest on the Debentures  and other rights, duties and obligations of the
Holders as beneficiaries hereof  with  respect  to  the amounts, if any, so
deposited  with  the  Trustee and (iii) the rights and obligations  of  the
Trustee hereunder), and the Trustee, on demand of and at the expense of the
Company, shall execute  proper  instruments  acknowledging satisfaction and
discharge of this Indenture, when

     (a)  either    (i)  all  Debentures  theretofore   authenticated   and
          delivered [other  than  (x) Debentures which have been destroyed,
          lost or stolen and which  have  been replaced or paid as provided
          in Section 3.6 and (y) Debentures  for  whose  payment  money has
          theretofore  been  deposited  in trust or segregated and held  in
          trust by the Company and thereafter   repaid  to  the  Company or
          discharged  from  such  trust, as provided in Section 10.3]  have
          been delivered to the Trustee for cancellation;  or (ii) all such
          Debentures  not  theretofore   delivered   to   the  Trustee  for
          cancellation have become due and payable or have been redeemed or
          tendered for conversion; and

     (b)  the  Company  has  deposited or caused to be deposited  with  the
          Trustee as trust funds in trust for such purpose an amount in the
          currency  or currencies  in  which  the  Debentures  are  payable
          sufficient   (without   regard   to  investment  of  such  amount
          deposited) to pay and discharge the  entire  indebtedness  on the
          Debentures   not   theretofore   delivered  to  the  Trustee  for
          cancellation, for principal and interest  to  the  date  of  such
          deposit or to the Stated Maturity; and

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

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

Notwithstanding the satisfaction  and  discharge  of  this  Indenture,  the
obligations  of  the Company to the Trustee under Section 6.7 and, if money
shall have been deposited  with  the  Trustee pursuant to subclause (ii) of
clause (a) of this Section, the obligations  of  the  Trustee under Section
4.2 and the last paragraph of Section 10.3 shall survive.

     SECTION 4.2 APPLICATION OF TRUST MONEY. Subject to  the  provisions of
the  last  paragraph of Section 10.3, all money deposited with the  Trustee
pursuant to  Section  4.1  shall  be  held  in  trust and applied by it, in
accordance with the provisions of the Debentures 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 interest for whose payment
such money or obligations have been  deposited  with  or  received  by  the
Trustee;  PROVIDED,  HOWEVER, such moneys need not be segregated from other
funds except to the extent required by law.

                            ARTICLE 5 REMEDIES

     SECTION 5.1 DEBENTURE EVENTS OF DEFAULT.  The term "DEBENTURE EVENT OF
DEFAULT," wherever used  herein  with  respect to the Debentures, means any
one of the following events that has occurred  and  is continuing (whatever
the  reason  for such Debenture Event of Default and whether  it  shall  be
voluntary or involuntary  or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

     (a)  default in the payment  of any interest upon the Debentures, when
          it becomes due and payable, and continuance of such default for a
          period of 30 days (subject to the deferral of any due date in the
          case of an Extension Period);

     (b)  default in the payment of  the  principal  of the Debentures when
          due whether at Stated Maturity, upon redemption by declaration or
          otherwise;

     (c)  failure on the part of the Company duly to observe  or perform in
          any material respect any other of the covenants or agreements  on
          the  part of the Company contained in the Debentures or contained
          in this  Indenture  (other than a covenant or agreement which has
          been expressly included  in this Indenture solely for the benefit
          of the Company) and continuance  for such failure for a period of
          90 days after the date on which written  notice  of such failure,
          requiring the same to be remedied and stating that such notice is
          a  "NOTICE  OF DEFAULT" hereunder, shall have been given  to  the
          Company by the  Trustee,  by  registered or certified mail, or to
          the Company and the Trustee by  a  Holder  or Holders of at least
          25% in aggregate principal amount of the Debentures  at  the time
          Outstanding or the holder or holders of at least 25% in aggregate
          liquidation amount of the Preferred Securities;

     (d)  failure  by the Company to issue Common Stock upon an appropriate
          election by  the  Holder  or Holders of the Debentures to convert
          the Debentures into shares of Common Stock;

     (e)  the entry of a decree or order  by a court having jurisdiction in
          the premises adjudging the Company  as  bankrupt or insolvent, or
          approving  as  properly filed a petition seeking  reorganization,
          arrangement, adjudication  or composition of or in respect of the
          Company  under  any  applicable   Federal  or  State  bankruptcy,
          insolvency, reorganization or other  similar law, or appointing a
          receiver, liquidator, assignee, trustee,  sequestrator  (or other
          similar  official)  of the Company or of any substantial part  of
          its property or ordering  he  winding  up  or  liquidation of its
          affairs, and the continuance of any such decree or order unstayed
          and in effect for a period of 60 consecutive days; or

     (f)  the institution by the Company of proceedings to  be  adjudicated
          as bankrupt or insolvent, or the consent by it to the institution
          of bankruptcy or insolvency proceedings against it, or the filing
          by  it  of a petition or answer or consent seeking reorganization
          or relief  under  any  applicable  Federal  or  State bankruptcy,
          insolvency, reorganization or other similar law,  or  the consent
          by it to the filing of any such petition or to the appointment of
          a receiver, liquidator, assignee, trustee, sequestrator (or other
          similar  official) of the Company or of any substantial  part  of
          its property or the making by it of an assignment for the benefit
          of creditors,  or the admission by it in writing of its inability
          to pay its debts generally as they become due and its willingness
          to be adjudicated  as bankrupt, or the taking of corporate action
          by the Company in furtherance of any such action.

     SECTION 5.2 ACCELERATION  OF  MATURITY; RESCISSION AND ANNULMENT. If a
Debenture Event of Default occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Debentures  may  declare  the principal amount of
all  the  Debentures  to be due and payable immediately,  by  a  notice  in
writing to the Company  (and  to the Trustee if given by Holders), PROVIDED
that, if a Debenture Event of Default  occurs  and  is  continuing  and the
Trustee  or  the Holders of not less than 25% in aggregate principal amount
of the Outstanding  Debentures  shall  fail to declare the principal of all
the Debentures to be immediately due and  payable,  the holders of at least
25%  in  aggregate  liquidation  amount  of the Preferred  Securities  then
outstanding shall have such right by a notice in writing to the Company and
the  Trustee,  and  upon any such declaration  such  principal  amount  (or
specified amount) of  and  the accrued interest on all the Debentures shall
become immediately due and payable,  PROVIDED that the payment of principal
and  interest on the Debentures shall remain  subordinated  to  the  extent
provided in Article 12.

     At  any  time after such a declaration of acceleration with respect to
Debentures 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  aggregate  principal amount of the
Outstanding Debentures, by written notice to the Company  and  the  Trustee
may rescind and annul such declaration and its consequences if:

     (a)  the  Company  has  paid  or  deposited  with  the  Trustee  a sum
sufficient to pay:

          (i)  all overdue installments of interest on the Debentures;

          (ii) the  principal  of  the  Debentures  which  have  become due
               otherwise  than  by  such  declaration  of acceleration  and
               interest thereon at the rate borne by the Debentures;

          (iii)to  the  extent  that  payment of such interest  is  lawful,
               interest upon overdue installments  to  the extent necessary
               to yield the Holders an annualized return  of  ___%  on  the
               principal  amount  of the Debentures,  compounded quarterly;
               and

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

     (b) all Debenture Events of Default that  shall have occurred and been
continuing with respect to Debentures, other than  the  non-payment  of the
principal   of   the  Debentures  which  has  become  due  solely  by  such
acceleration, have been cured or waived as provided in Section 5.13. If the
holders of a majority  in  aggregate  principal  amount  of the Outstanding
Debentures fail to rescind and annul such declaration and its consequences,
the holders of a majority in liquidation amount of the Preferred Securities
then outstanding shall have such right.

     SECTION  5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR  ENFORCEMENT  BY
TRUSTEE. The Company covenants that if:

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

     (b)  default is made in the payment of the principal of the Debentures
          whether  at  the  Stated  Maturity  thereof  upon  redemption  by
          declaration or otherwise, the Company  will,  upon  demand of the
          Trustee,  pay  to  it,  for  the  benefit  of the Holders of  the
          Debentures,  the  whole  amount  then  due  and  payable  on  the
          Debentures for principal and interest, including,  to  the extent
          that  payment of such interest shall be lawful, interest  on  any
          overdue  principal and on any overdue installments of interest at
          the rate borne  by  the Debentures, and, in addition thereto, all
          amounts owing the Trustee under Section 6.7.

     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, and may prosecute such proceeding to judgement or final decree, and
may enforce the same against the Company  or  any  other  obligor  upon the
Debentures and collect the moneys adjudged or decreed to be payable  in the
manner  provided  by  law  out  of the property of the Company or any other
obligor upon the Debentures, wherever situated.

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

     SECTION  5.4 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of 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 Debentures or the property of
the Company or of such other obligor or their creditors:

     (a)  the  Trustee  (irrespective  of  whether  the  principal  of  the
Debentures  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
premium,  if  any)  or  interest)  shall  be  entitled  and  empowered,  by
intervention  in  such proceeding or otherwise,  (i) to file  and  prove  a
claim  (including  a   claim   for   reasonable   compensation,   expenses,
disbursements and advances of the Trustee, its agents and counsel)  for the
whole  amount of principal and interest owing and unpaid in respect to  the
Debentures  and  to file such other papers or documents as may be necessary
or advisable and to  take  any  and all actions as are authorized under the
Trust Indenture Act in order to have  the  claims  of  the  Holders and any
predecessor to the Trustee under Section 6.7 and, of the Holders allowed in
any  such  judicial  proceedings;  and  (ii) in particular, to collect  and
receive any moneys or other property payable  or  deliverable  on  any such
claims and to distribute the same in accordance with Section 5.6; and

     (b)   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 for
distribution  in  accordance  with Section 5.6, 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 to it and any predecessor
Trustee under Section 6.7.

     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
Debentures or the rights of any Holder thereof, or to authorize the Trustee
to  vote  in  respect  of  the  claim of any Holder in any such proceeding;
PROVIDED, HOWEVER, that the Trustee may, on behalf of the Holders, vote for
the election of a trustee in bankruptcy or similar official and be a member
of a creditors' or other similar committee.

     SECTION  5.5  TRUSTEE  MAY  ENFORCE   CLAIM   WITHOUT   POSSESSION  OF
DEBENTURES.  All  rights of action and claims under this Indenture  or  the
Debentures may be prosecuted  and  enforced  by  the  Trustee  without  the
possession  of  any  of  the  Debentures  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 judgement shall, after provision for the payment of all
the amounts owing the Trustee and any  predecessor  Trustee  under  Section
6.7,  its agents and counsel, be for the ratable benefit of the Holders  of
the Debentures in respect of which such judgement has been recovered.

     SECTION  5.6  APPLICATION  OF  MONEY  COLLECTED. Any money or property
collected or to be applied by the Trustee with  respect  to  the Debentures
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 or property on account of principal or interest, upon presentation of
the Debentures  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 and any
predecessor Trustee under Section 6.7,

          SECOND: to the payment of the amounts then due  and  unpaid  upon
the  Debentures  for principal and interest, 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 the
Debentures for principal and interest, respectively; and

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

     SECTION  5.7  LIMITATION  ON  SUITS.  No  Holder  of  the  Debentures,
including a holder of Preferred Securities acting to enforce the  rights of
the  Property  Trustee as a Holder of the Debentures pursuant to the  Trust
Agreement, shall  have  any  right to institute any proceeding, judicial or
otherwise, with respect to this  Indenture  or  for  the  appointment  of a
receiver,  assignee,  trustee,  liquidator,  sequestrator (or other similar
official) or for any other remedy hereunder, unless:

     (a)  such Holder has previously given written notice to the Trustee of
          a continuing Debenture Event of Default;

     (b)  if  the  Trust  is  not  the  sole  holder   of  the  Outstanding
          Debentures, the Holders of not less than 25% in  principal amount
          of the Outstanding Debentures shall have made written  request to
          the Trustee to institute proceedings in respect of such Debenture
          Event of Default in its own name as Trustee hereunder;

     (c)  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;

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

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

     SECTION  5.8  UNCONDITIONAL  RIGHT  OF  HOLDERS TO RECEIVE  PRINCIPAL,
PREMIUM  AND  INTEREST.  Notwithstanding  any  other   provision   in  this
Indenture,  the  Holder  of  any  Debenture  shall  have the right which is
absolute  and  unconditional  to receive payment of the  principal  of  and
(subject to Section 3.7) interest  on  such Debenture on the Maturity or to
convert such Debenture in accordance with  Article 13 and to institute suit
for the enforcement of any such payment and  right  to  convert,  and  such
right shall not be impaired without the consent of such Holder. For so long
as  any  Preferred  Securities  remain  Outstanding,  to the fullest extent
permitted by law and subject to the terms of this Indenture  and  the Trust
Agreement,  upon  a  Debenture  Event  of Default that has occurred and  is
continuing specified in Sections 5.1(a)  or 5.1(b), any holder of Preferred
Securities shall have the right to institute  a proceeding directly against
the Company, for enforcement of payment to such  holder  of  the  principal
amount of or interest on Debentures having a principal amount equal  to the
liquidation  amount  of  the Preferred Securities of such holder (a "DIRECT
ACTION"). Notwithstanding  any  payment  made  to  such holder of Preferred
Securities by the Company in connection with a Direct  Action,  the Company
shall  remain  obligated  to  pay  the  principal  of  or  interest  on the
Debentures  held  by  the Trust or the Property Trustee. In connection with
any such Direct Action, the rights of the Company will be subrogated to the
rights of any holder of  the  Preferred  Securities  to  the  extent of any
payment  made  by the Company to such holder of Preferred Securities  as  a
result of such Direct  Action.  Except  as  set  forth in this Section, the
holders of Preferred Securities shall have no right to execute any right or
remedy available to the Holders of, or in respect of, the Debentures.

     SECTION 5.9 RESTORATION OF RIGHTS AND REMEDIES.  If the Trustee or any
Holder has instituted any proceeding to enforce any right  or  remedy under
this  Indenture and such proceeding has been discontinued or abandoned  for
any reason,  or  has  been  determined  adversely to the Trustee or to such
Holder, then and in every such case the Company, the Trustee and the Holder
shall,  subject  to  any  determination  in such  proceeding,  be  restored
severally  and  respectively  to  their  former  positions  hereunder,  and
thereafter all rights and remedies of the  Trustee  and  the  Holders shall
continue as though no such proceeding had been instituted.

     SECTION  5.10  RIGHTS  AND  REMEDIES  CUMULATIVE.  Except as otherwise
provided  in the last paragraph of Section 3.6, no right or  remedy  herein
conferred upon  or reserved to the Trustee or to the Holders is intended to
be exclusive of any  other  right  or  remedy,  and  every right and remedy
shall,  to the extent permitted by law, be cumulative and  in  addition  to
every other  right  and remedy given hereunder or now or hereafter existing
at law or in equity or  otherwise. The assertion or employment of any right
or  remedy  hereunder,  or otherwise,  shall  not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder  of the Debentures to exercise any right or remedy
accruing upon any Debenture  Event  of Default that shall have occurred and
be continuing shall impair any such right or remedy, or constitute a waiver
of any such Debenture 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  5.12  CONTROL  BY  HOLDERS.  The  Holders  of  a majority  in
aggregate  principal  amount of the Outstanding Debentures 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 Debentures, PROVIDED that:

          (a)  such direction shall not be in conflict with any rule of law
               or with this Indenture,

          (b)  the  Trustee may take any other action deemed proper by  the
               Trustee which is not inconsistent with such direction, and

          (c)  subject  to the provisions of Section 6.1, the Trustee shall
               have the right  to  decline  to follow such direction if the
               Trustee in good faith shall, by  a  Responsible  Officer  or
               Officers  of  the  Trustee, determine that the proceeding so
               directed would be unjustly  prejudicial  to  the Holders not
               joining in any such direction or would involve  the  Trustee
               in personal liability.

     Upon receipt by the Trustee of any written notice directing the  time,
method  or  place  of conducting any such proceeding or exercising any such
trust or power, with  respect  to  the  Debentures,  a record date shall be
established for determining Holders of Outstanding Debentures  entitled  to
join in such notice, which record date shall be at the close of business on
the  day the Trustee receives such notice. The Holders on such record date,
or their  duly designated proxies, and only such Persons, shall be entitled
to join in  such  notice,  whether or not such Holders remain Holders after
such record date, PROVIDED,  that,  unless  the  Holders  of  a majority in
principal  amount of the Outstanding Debentures shall have joined  in  such
notice prior  to  the  day  which  is  90 days after such record date, such
notice shall automatically and without further  action  by  any  Holder  be
canceled  and of no further effect. Nothing in this paragraph shall prevent
a Holder, or  a  proxy  of  a Holder, from giving, after expiration of such
90-day period, a new notice identical  to  a notice which has been canceled
pursuant to the proviso to the preceding sentence,  in  which  event  a new
record date shall be established pursuant to the provisions of this Section
5.12.

     SECTION  5.13  WAIVER OF PAST DEFAULTS. Subject to Section 9.2 hereof,
the Holders of not less  than  a  majority in aggregate principal amount of
the Outstanding Debentures affected  by  any  past default may on behalf of
the  Holders of all the Debentures waive any past  default  hereunder  with
respect to Debentures and its consequences, except a default:

     (a)  in  the payment of the principal of or interest on the Debentures
          (unless  such  default  has  been  cured  or  waived  and  a  sum
          sufficient  to  pay  all  matured  installments  of  interest and
          principal  due otherwise than by acceleration has been  deposited
          with the Trustee), or

     (b)  in respect of  a covenant or provision hereof which under Article
          9 cannot be modified or amended without the consent of the Holder
          of each Outstanding Debenture;

PROVIDED, HOWEVER, that if  the  Debentures  are  held  by  the  Trust or a
trustee of the Trust, such waiver shall not be effective until the  holders
of  a  majority  in  liquidation  amount  of  Trust  Securities  shall have
consented  to  such  waiver; PROVIDED, FURTHER, that if the consent of  the
Holder of each outstanding  Debenture is required, such waiver shall not be
effective until each holder of the Trust Securities shall have consented to
such waiver.

     Upon any such waiver, such  default  shall  cease  to  exist,  and any
Debenture  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.
If  the  Holders  of a  majority  in  aggregate  principal  amount  of  the
Outstanding Debentures  fail  to waive such Debenture Event of Default, the
holders  of  a  majority  in  aggregate  liquidation  amount  of  Preferred
Securities shall have such right.  No  such  rescission  shall  affect  any
subsequent  default  or impair any right consequent thereon. The provisions
of this Section 5.13 shall  be in lieu of Section 316(a)(1)(B) of the Trust
Indenture Act, and such Section  316(a)(1)(B) of the Trust Indenture Act is
hereby  expressly  excluded from this  Indenture  and  the  Debentures,  as
permitted by the Trust Indenture Act.

     SECTION 5.14 UNDERTAKING  FOR  COSTS.  All  parties  to this Indenture
agree, and each Holder of any Debenture by his acceptance thereof  shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in
any  suit  against  the  Trustee  for  any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to
pay  the costs of such suit, and that such  court  may  in  its  discretion
assess reasonable costs, including reasonable attorneys' fees and expenses,
against  any  party  litigant in such suit, having due regard to the merits
and good faith of the  claims  or defenses made by such party litigant; but
the provisions of this Section shall  not  apply  to any suit instituted by
the Trustee, to any suit instituted by any Holder,  or  group  of  Holders,
holding  in  the  aggregate  more  than  10%  in  principal  amount  of the
Outstanding  Debentures,  or  to  any suit instituted by any Holder for the
enforcement  of  the  payment  of  the principal  of  or  interest  on  the
Debentures on or after the Maturity  of  the  Debentures  or  to  convert a
Debenture  in  accordance  with  Article 13. The provisions of this Section
5.14 shall be in lieu of Section 315(e)  of  the  Trust  Indenture Act, and
such  Section  315(e)  of  the  Trust   Indenture  Act is hereby  expressly
excluded from this Indenture and the Debentures, as  permitted by the Trust
Indenture Act.

     SECTION  5.15 WAIVER OF USURY, STAY, OR EXTENSION  LAWS.  The  Company
covenants (to the  extent  that  it may lawfully do so) that it will not at
any time insist upon, or plead, or  in  any manner whatsoever claim or take
the  benefit or advantage of, any usury, stay  or  extension  law  wherever
enacted,  now  or  at  any  time  hereafter  in force, which may affect the
covenants or the performance of this Indenture;  and  the  Company  (to the
extent  that it may lawfully do so) hereby expressly waives all benefit  or
advantage  of any such law, and covenants that it will not hinder, delay or
impede the execution  of  any power herein granted to the Trustee, but will
suffer and permit the execution  of  every such power as though no such law
had been enacted.

                           ARTICLE 6 THE TRUSTEE

     SECTION 6.1 CERTAIN DUTIES AND RESPONSIBILITIES.

     (a) Except during the continuance of a Debenture Event of Default,

          (i)  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

          (ii) 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
               provisions  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  a  Debenture  Event  of  Default  has occurred  and  is
          continuing,  the Trustee shall 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 person 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  willful misconduct except
          that:

          (i)  this Subsection shall not be construed  to  limit the effect
               of Subsection (a) of this Section;

          (ii) 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; and

          (iii)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 Holders pursuant to Section
               5.12 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.

     (d)  No  provision  of  this  Indenture  shall  require the Trustee to
          expend  or  risk its own funds or otherwise incur  any  financial
          liability in  the  performance of any of its duties hereunder, or
          in the exercise of any of its rights or powers, if there shall be
          reasonable grounds for  believing that repayment of such funds or
          adequate  indemnity  against   such  risk  or  liability  is  not
          reasonably assured to it.

     (e)  Whether or not therein expressly  so provided, every provision of
          this Indenture relating to the conduct or affecting the liability
          of or affording protection to the Trustee shall be subject to the
          provisions of this Section.

     SECTION 6.2 NOTICE OF DEFAULTS. Within 90  days after actual knowledge
by a Responsible Officer of the Trustee of the occurrence  of  any  default
hereunder, the Trustee shall transmit by mail to all Holders of Debentures,
as  their names and addresses appear in the Securities 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  interest on Debenture, the
Trustee shall be fully protected in withholding such  notice if and so long
as the board of directors, the executive committee or a  trust committee of
directors  and/or  Responsible  Officers  of  the  Trustee  in  good  faith
determines that the withholding of such notice is in the interests  of  the
Holders  of  Debentures; and PROVIDED, FURTHER, that, except in the case of
any default of the character specified in Section 5.1(c), no such notice to
Holders of the  Debentures  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, a Debenture Event of Default.

     SECTION 6.3 CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 6.1:

     (a)  the Trustee may conclusively rely and shall be fully protected in
          acting   or   refraining   from   acting   upon  any  resolution,
          certificate,  statement,  instrument,  opinion,  report,  notice,
          request, direction, consent, order, bond, debenture, Debenture 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, conclusively rely
          upon an Officers' Certificate or an Officer's  certificate and an
          Opinion of Counsel;

     (d)  the  Trustee  may  consult  with counsel and the 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
          rights or powers vested in it by this Indenture at the request or
          direction  of  any  of  the  Holders  pursuant to this Indenture,
          unless such Holders shall have offered  to the Trustee reasonable
          security or indemnity against the costs, expenses and liabilities
          which might be incurred by it in compliance  with such request or
          direction;

     (f)  the Trustee is not required to expend or risk  its  own  funds or
          otherwise  incur  personal financial liability in the performance
          of its duties if the  Trustee  reasonably believes that repayment
          or adequate indemnity is not reasonably assured to it;

     (g)  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, indenture, Debenture or other
          paper or document, but the Trustee  in  its  discretion  may make
          such  inquiry  or investigation into such facts or matters as  it
          may see fit, and,  if  the  Trustee  shall determine to make such
          inquiry or investigation, it shall be  entitled  to  examine  the
          books,  records  and  premises  of  the Company, personally or by
          agent or attorney;

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

     (i)  in the event that the Trustee is also acting  as  a Paying Agent,
          Authenticating   Agent,   Conversion   Agent,  and/or  Securities
          Registrar hereunder, the rights and protections  afforded  to the
          Trustee pursuant to this Article 6 shall also be afforded to such
          Paying  Agent,  Authenticating  Agent,  Conversion  Agent, and/or
          Securities Registrar.

     SECTION  6.4  NOT  RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES.
The recitals contained herein  and  in the Debentures, except the Trustee's
certificates of authentication, shall  be  taken  as  the statements of the
Company, and the Trustee assumes no responsibility for  their  correctness.
The  Trustee makes no representations as to the validity or sufficiency  of
this Indenture  or  of the Debentures. The Trustee shall not be accountable
for the use or application by the Company of the Debentures or the proceeds
thereof.

     SECTION 6.5 MAY  HOLD  DEBENTURES.  The  Trustee,  any  Paying  Agent,
Securities  Registrar  or any other agent of the Company, in its individual
or any other capacity, may  become  the owner or pledgee of Debentures and,
subject to Sections 6.8 and 6.13, may  otherwise deal with the Company with
the  same  rights  it  would have if it were  not  Trustee,  Paying  Agent,
Securities Registrar or such other agent.

     SECTION 6.6 MONEY HELD  IN  TRUST.  Money held by the Trustee in trust
hereunder need not be segregated from other  funds  except  to  the  extent
required by law. The Trustee shall be under no liability of interest on any
money received by it hereunder except as otherwise agreed with the Company.

     SECTION 6.7 COMPENSATION AND REIMBURSEMENT. The Company agrees:

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

     (b)  to reimburse the Trustee upon  its  request  for  all  reasonable
          expenses,  disbursements  and  advances  incurred or made by  the
          Trustee  in  accordance  with  any  provision of  this  Indenture
          (including  the  reasonable compensation  and  the  expenses  and
          disbursements of its agents and counsel); and

     (c)  to  indemnify  the  Trustee   and  its  officers,  directors  and
          employees  for,  and  to  hold  it harmless  against,  any  loss,
          liability or expense (including the  reasonable  compensation and
          the  expenses  and  disbursements  of  its  agents  and  counsel)
          incurred without negligence or bad faith on its part, arising out
          of or in connection with the acceptance or administration of this
          trust  or the performance of its duties 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. This Indemnification shall
          survive  the  termination   of  this  Agreement  or  the  earlier
          resignation or removal of the Trustee.

     To  secure  the Company's payment obligations  in  this  Section,  the
Company and the Holders  agree  that the Trustee shall have a lien prior to
the Debentures on all money or property  held  or  collected by the Trustee
except  assets  held  in trust to pay principal or interest  on  particular
Debentures pursuant to  Section 4.1, or pursuant to any redemption pursuant
to Article 11 hereof if monies  have been deposited for such redemption and
notice has been given and the Redemption  Date  has passed. Such lien shall
survive  the satisfaction and discharge of this Indenture  or  the  earlier
resignation or removal of the Trustee.  When the Trustee incurs expenses or
renders services  after  a  Debenture Event of Default specified in Section
5.1(e) or (f) occurs, the expenses  and  the  compensation for the services
are intended to constitute expenses of administration  under any Bankruptcy
Reform Act of 1978 or a successor statute.

     SECTION 6.8 DISQUALIFICATION; CONFLICTING INTERESTS. The Trustee shall
be subject to the provisions of Section 310(b) of the Trust  Indenture Act.
Nothing  herein  shall prevent the Trustee from filing with the  Commission
the application referred  to  in  the  second  to last paragraph of Section
310(b) of the Trust Indenture Act. The Trust Agreement  and  the  Guarantee
shall  be  deemed  to  be specifically described in this Indenture for  the
purposes of clause (i) of  the first proviso contained in Section 310(b) of
the Trust Indenture Act.

     SECTION 6.9 CORPORATE TRUSTEE  REQUIRED;  ELIGIBILITY.  There shall at
all times be a Trustee hereunder which shall be:

     (a)  a corporation organized and doing business under the  laws of the
          United  States  of  America  or  of  any State, Territory or  the
          District  of Columbia, authorized under  such  laws  to  exercise
          corporate trust  powers and subject to supervision or examination
          by Federal, State, Territorial or District of Columbia authority,
          or

     (b)  a corporation or other  Person organized and doing business under
          the laws of a foreign government  that  is  permitted  to  act as
          Trustee   pursuant   to  a  rule,  regulation  or  order  of  the
          Commission, authorized  under  such  laws  to  exercise corporate
          trust  powers,  and  subject  to  supervision  or examination  by
          authority  of such foreign government or a political  subdivision
          thereof substantially  equivalent  to  supervision or examination
          applicable to United States institutional trustees,

          in either case 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 the aforesaid supervising or examining authority,
          then, to 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. Neither the Company  nor
          any Person directly or indirectly  controlling,  controlled by or
          under  common  control  with the Company shall serve  as  Trustee
          hereunder.


     SECTION 6.10 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
          under Section 6.11.

     (b)  The Trustee  may  resign  at  any  time  by giving written notice
          thereof  to  the  Company. If an instrument of  acceptance  by  a
          successor Trustee 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.

     (c)  The Trustee may be removed at any time by Act of the Holders of a
          majority  in  principal  amount  of  the  Outstanding Debentures,
          delivered to the Trustee and to the Company.

     (d)  If at any time:

          (i)  the  Trustee  shall fail to comply with  Section  6.8  after
               written request therefor by the Company or by any Holder who
               has been a bona  fide Holder of a Debenture for at least six
               months, or

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

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

               (A)  the Company by Board Resolution may remove the Trustee,
                    or

               (B)  subject to Section 5.14, any Holder who has been a bona
                    fide Holder of a Debenture for at least six months may,
                    on behalf of himself  and  all other similarly situated
                    Holders, petition any court  of  competent jurisdiction
                    for the removal of the Trustee and the appointment of a
                    successor Trustee.

     (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 Debentures, the Company, by a Board
          Resolution,  shall  promptly  appoint  a  successor  Trustee. If,
          within  one year after such resignation, removal or incapability,
          or the occurrence  of  such  vacancy,  a  successor  Trustee with
          respect  to  the  Debentures  shall  be  appointed by Act of  the
          Holders  of  a majority in principal amount  of  the  Outstanding
          Debentures delivered to the Company and the retiring Trustee, the
          successor  Trustee   so   appointed  shall,  forthwith  upon  its
          acceptance of such appointment, become the successor  Trustee and
          supersede the successor Trustee  appointed  by the Company. If no
          successor Trustee shall have been so appointed  by the Company or
          the  Holders  and accepted appointment in the manner  hereinafter
          provided, any Holder  who  has  been  a  bona  fide  Holder  of a
          Debenture  for  at least six months may, subject to Section 5.14,
          on behalf of himself  and all others similarly situated, petition
          any court of competent  jurisdiction  for  the  appointment  of a
          successor Trustee.

     (f)  The  Company  shall  give  notice  of  each  resignation and each
          removal  of  the  Trustee  and  each appointment of  a  successor
          Trustee by mailing written notice  of  such  event by first-class
          mail, postage prepaid, to the Holders of the Debentures  as their
          name and addresses appear in the Securities Register. Each notice
          shall  include  the name of the successor Trustee and the address
          of its Corporate Trust Office.

     SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     (a)  In case of the appointment  hereunder  of  a  successor  Trustee,
          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
          written  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)  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  rights,
          power and trusts referred to in paragraph (a) of this Section.

     (c)  No  successor Trustee shall accept its appointment unless at  the
          time of such acceptance such successor Trustee shall be qualified
          and eligible under this Article.

     SECTION  6.12  MERGER,  CONVERSION,  CONSOLIDATION  OR  SUCCESSION  TO
BUSINESS. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion  or consolidation to which the Trustee shall be a party,
or any corporation succeeding  to all or substantially all of 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
Debentures 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
Debentures so authenticated, and in case any Debentures shall not have been
authenticated,  any  successor  to  the   Trustee   may  authenticate  such
Debentures either in the name of any predecessor Trustee  or in the name of
such successor Trustee, and in all cases the certificate of  authentication
shall  have the full force which it is provided anywhere in the  Debentures
or in this Indenture that the certificate of the Trustee shall have.

     SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor  upon  the  Debentures),  the  Trustee  shall  be  subject  to  the
provisions  of  the  Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

     SECTION 6.14 APPOINTMENT  OF  AUTHENTICATING  AGENT.  The  Trustee may
appoint an Authenticating Agent or Agents, as described and with the powers
and  obligations  conferred by this Section 6.14 ("AUTHENTICATING AGENT  OR
AGENTS"), with respect  to  the Debentures which shall be authorized to act
on  behalf  of  the  Trustee to authenticate  the  Debentures  issued  upon
exchange, registration  of  transfer  or  partial  redemption  thereof, and
Debentures  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 Debentures 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.  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, or of any State,
Territory 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   Authenticating  Agent  publishes  reports  of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority,  then  for the purposes of this Section
the  combined  capital and surplus of such Authenticating  Agent  shall  be
deemed to be its  combined  capital  and  surplus  as set forth in its most
recent report of condition so published. If at any time  an  Authenticating
Agent shall cease to be eligible in accordance with the provisions  of this
Section,  such  Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.

     Any corporation  into  which  an Authenticating Agent may be merged or
converted  or  with  which  it  may  be consolidated,  or  any  corporation
resulting  from  any merger, conversion  or  consolidation  to  which  such
Authenticating Agent shall be a party, or any corporation succeeding to all
or substantially all  of  the corporate trust business of an Authenticating
Agent shall be the successor  Authenticating Agent hereunder, PROVIDED such
corporation shall be otherwise  eligible  under  this  Section, without the
execution  or  filing of any paper or any further act on the  part  of  the
Trustee or the Authenticating Agent.

     An Authenticating  Agent  may  resign  at  any  time by giving written
notice thereof to the Trustee and to the Company. The  Trustee  may  at any
time  terminate  the  agency  of  an Authenticating Agent by giving written
notice  thereof to such Authenticating  Agent  and  to  the  Company.  Upon
receiving  such  a notice of  resignation or upon such a termination, or in
case at any time such  Authenticating  Agent  shall cease to be eligible in
accordance with the  provisions of this Section,  the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment in the manner provided in Section 1.6
to all Holders of the Debentures. Any successor Authenticating  Agent  upon
acceptance  of  its  appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed  unless  eligible  under  the  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 6.7.  If an appointment is  made  pursuant  to
this  Section, the Debentures may have endorsed thereon, in addition to the
Trustee's  certificate  of  authentication,  an  alternative certificate of
authentication in the following form:

     This  is  one of the Debentures referred to in  the  within  mentioned
indenture.

     ________________________________

     ________________________________
     As Trustee

     By:_____________________________
     As Authenticating Agent

     By:_____________________________
     Authorized Officer


        ARTICLE 7 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 7.1  COMPANY  TO  FURNISH  NAMES AND ADDRESSES OF HOLDERS. The
Company will furnish or cause to be furnished  to  the  Trustee (unless the
Trustee is acting as the Securities Registrar):

     (a)  quarterly  at  least  five  Business  Days  before each  Interest
          Payment Date, a list, in such form as the Trustee  may reasonably
          require,  of  the names and addresses of the Holders as  of  each
          such date; 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.

     SECTION 7.2 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
          7.1  and  the  names  and  addresses  of  Holders received by the
          Trustee in its capacity as Securities Registrar.  The Trustee may
          destroy any list furnished to it as provided in Section  7.1 upon
          receipt of a new list so furnished.

     (b)  The  rights  of  Holders  to  communicate with other Holders with
          respect  to  their  rights  under this  Indenture  or  under  the
          Debentures, and the corresponding  rights  and  privileges of the
          Trustee, shall be as provided in the Trust Indenture Act.

     (c)  Every  Holder of Debentures, 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 information as to the
          names  and addresses of the Holders made pursuant  to  the  Trust
          Indenture Act.

     SECTION 7.3 REPORTS BY TRUSTEE.

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

     (b)  Reports so required to be transmitted at stated  intervals of not
          more  than  12 months shall be transmitted within 60  days  after
          December 31 in  each  calendar year, commencing with December 31,
          1999.

     (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 or self regulatory organization of which the Trustee has
          received  notice  by the Company upon which  the  Debentures  are
          listed and also with  the Commission. The Company will notify the
          Trustee in writing whenever  the  Debentures  are  listed  on any
          stock exchange or self-regulatory organization.

     SECTION  7.4  REPORTS  BY  COMPANY.  The  Company  shall file with the
Trustee and with the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
in  the Trust Indenture Act, PROVIDED that any such information,  documents
or reports  required to be filed with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 shall be filed with
the Trustee within  15 days after the same is required to be filed with the
Commission. Notwithstanding  that the Company may not be required to remain
subject  to the reporting requirements  of  Section  13  or  15(d)  of  the
Securities  Exchange  Act  of 1934, the Company shall continue to file with
the Commission and provide the  Trustee and Holders with the annual reports
and the information, documents and  other  reports  which  are specified in
Sections 13 and 15(d) of the Securities Exchange Act of 1934.  The  Company
also  shall comply with the other provisions of Trust Indenture Act Section
314(a).

      ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION  8.1 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The
Company shall not  consolidate  with  or  merge  into  any  other Person or
convey,  transfer  or lease its properties and assets substantially  as  an
entirety to any Person,  and no Person shall consolidate with or merge into
the  Company  or  convey, transfer  or  lease  its  properties  and  assets
substantially as an entirety to the Company, unless:

     (a)  in case the  Company shall consolidate with or merge into another
          Person or convey,  transfer  or  lease  its properties and assets
          substantially as an entirety to any Person,  the Person formed by
          such  consolidation or into which the Company is  merged  or  the
          Person which acquires by conveyance or transfer, or which leases,
          the properties  and  assets  of  the  Company substantially as an
          entirety shall be a Person organized and  existing under the laws
          of the United States of America or any State  or  the District of
          Columbia,   and   shall   expressly   assume,   by  an  indenture
          supplemental  hereto, executed and delivered to the  Trustee,  in
          form satisfactory to the Trustee, the due and punctual payment of
          the principal of  and  interest  on  all  the  Debentures and the
          performance of every covenant of this Indenture  on  the  part of
          the  Company  to be performed or observed and shall have provided
          for conversion rights in accordance with Article 13;

     (b)  immediately after giving effect to such transaction, no Debenture
          Event of Default,  and  no  event which, after notice or lapse of
          time, or both, would become a  Debenture  Event of Default, shall
          have happened and be continuing;

     (c)  such  consolidation,  merger, conveyance, transfer  or  lease  is
          permitted under the Trust  Agreement  and  Guarantee and does not
          give rise to any breach or violation of the  Trust  Agreement  or
          Guarantee; and

     (d)  the Company has delivered to the Trustee an Officers' Certificate
          and  an  Opinion of Counsel each stating that such consolidation,
          merger, conveyance,  transfer  or lease and any such supplemental
          indenture  complies with this Article  and  that  all  conditions
          precedent herein  provided  for relating to such transaction have
          been complied with, and the Trustee,  subject to Section 6.1, may
          rely upon such Officers' Certificate and  Opinion  of  Counsel as
          conclusive  evidence  that  such  transaction complies with  this
          Section 8.1.

     SECTION 8.2 SUCCESSOR CORPORATION SUBSTITUTED.  Upon any consolidation
or  merger  by  the  Company  with  or into any other corporation,  or  any
conveyance, transfer or lease by the  Company  of its properties and assets
substantially as an entirety to any Person in accordance  with Section 8.1,
the  successor corporation formed by such consolidation or into  which  the
Company  is  merged  or to which such conveyance, transfer or lease is made
shall succeed to, and  be substituted for, and may exercise every right and
power of, the Company under  this Indenture with the same effect as if such
successor corporation had been  named  as  the  Company  herein; and in the
event  of  any  such  conveyance,  transfer or lease the Company  shall  be
discharged from all obligations and  covenants  under the Indenture and the
Debentures and may be dissolved and liquidated.

     Such  successor  corporation  may cause to be signed,  and  may  issue
either in its own name or in the name  of  the  Company,  any or all of the
Debentures issuable hereunder which theretofore shall not have  been signed
by the Company and delivered to the Trustee, and, upon the Company Order of
such  successor corporation instead of the Company and subject to  all  the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate  and shall deliver any Debentures which previously shall
have been signed and  delivered  by  the  officers  of  the  Company to the
Trustee for authentication pursuant to a Company Order such provisions  and
any  Debentures  which such successor corporation thereafter shall cause to
be signed and delivered  to  the  Trustee  on  its  behalf  for the purpose
pursuant  to  such  provisions. All the Debentures so issued shall  in  all
respects have the same  legal  rank and benefit under this Indenture as the
Debentures theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Debentures had been issued at the date
of the execution hereof.

     In case of any such consolidation,  merger, sale, conveyance or lease,
such  changes  in  phraseology  and  form may be  made  in  the  Debentures
thereafter to be issued as may be appropriate.

                     ARTICLE 9 SUPPLEMENTAL INDENTURES

     SECTION  9.1  SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT  OF  HOLDERS.
Without  the  consent  of  or  notice to  any  Holder,  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:

     (a)  to evidence the succession of another Person to  the Company, and
          the  assumption  by  any such successor of the covenants  of  the
          Company herein and in the Debentures contained;

     (b)  to convey, transfer, assign,  mortgage  or pledge any property to
          or  with the Trustee or to surrender any right  or  power  herein
          conferred upon the Company;

     (c)  to add to covenants of the Company for the benefit of the Holders
          of the  Debentures  or  to  surrender  any  right or power herein
          conferred upon the Company;

     (d)  to  make  provision  with  respect  to the conversion  rights  of
          Holders pursuant to the requirements of Article 13;

     (e)  to add any additional Debenture Events of Default;

     (f)  to  cure any ambiguity, to correct or  supplement  any  provision
          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 that such action
          pursuant to this clause shall not materially adversely affect the
          interest of the Holders of Debentures and, for so long  as any of
          the Preferred Securities shall remain outstanding, the holders of
          such Preferred Securities;

     (g)  to  evidence  and  provide  for  the  acceptance  of  appointment
          hereunder by a successor Trustee, pursuant to the requirements of
          Section 6.11(b), or 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  Trust  hereunder  by  more than one
          Trustee;

     (h)  to  comply  with the requirements of the Commission in  order  to
          effect or maintain  the qualification of this Indenture under the
          Trust Indenture Act; or

     (i)  to  make  provision  for   transfer   procedures,  certification,
          book-entry provisions, the form of restricted securities legends,
          if  any,  to  be  placed  on Debentures, and  all  other  matters
          required  pursuant  to  Section   3.5   or  otherwise  necessary,
          desirable  or  appropriate  in connection with  the  issuance  of
          Debentures to holders of Preferred  Securities  in the event of a
          distribution of Debentures by the Trust if a Special Event occurs
          and is continuing.

     SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.  With the
consent  of the Holders of not less than a majority in principal amount  of
the Outstanding Debentures, 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 the Debentures under this Indenture;
PROVIDED, HOWEVER, that  no  such supplemental indenture shall, without the
consent of the Holder of each Outstanding Debenture affected thereby,

     (a)  except to the extent  permitted  by  Section 3.11 with respect to
          the extension of the interest payment  period  of the Debentures,
          change  the  Stated  Maturity  of  the  principal  of,   or   any
          installment  of  interest  on,  the  Debentures,  or  reduce  the
          principal  amount  thereof  or  the  rate  of interest thereon or
          reduce any premium payable upon the redemption thereof, or change
          the place of payment where, or the coin or currency in which, any
          Debenture or interest thereon is payable, or  impair the right to
          institute  suit  for the enforcement of any such  payment  on  or
          after the Maturity  thereof (or, in the case of redemption, on or
          after the date fixed for redemption thereof);

     (b)  adversely affect any  right  to convert or exchange any Debenture
          or modify the provisions of this  Indenture  with  respect to the
          subordination  of  the  Debentures  in a manner adverse  to  such
          Holder;

     (c)  reduce  the  percentage in principal amount  of  the  Outstanding
          Debentures, 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;

     (d)  modify  any  of  the  provisions of this  Section,  Section  4.1,
          Section 5.8, Section 5.13 or Section 10.6, 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 Debenture affected thereby, or the consent
          of the  holders  of  all the Preferred Securities as the case may
          be; or

     (e)  modify the provisions  in  Article  12  of  this  Indenture  with
          respect  to  the  subordination  of  Outstanding  Debentures in a
          manner adverse to the Holders thereof;

PROVIDED  that, so long as any Preferred Securities remain outstanding  (i)
no such modification may be made that adversely affects the holders of such
Preferred Securities  in  any  material  respect,  no  termination  of this
Indenture  shall occur, and no waiver of any Debenture Event of Default  or
compliance with  any  covenant  under  this  Indenture  shall be effective,
without  the  prior  consent of the holders of at least a majority  of  the
aggregate liquidation  amount of such Preferred Securities then outstanding
unless and until the principal of the Debentures and all accrued and unpaid
interest thereon have been paid in full and (ii) where a consent under this
Indenture would require  the  consent of each Holder of Debentures, no such
consent will be given by the Property  Trustee without the prior consent of
each holder of the Preferred Securities.  It shall not be necessary for any
Act of Holders under this Section to approve  the  particular  form  of any
proposed  supplemental  indenture,  but  it shall be sufficient if such Act
shall approve the substance thereof.

     SECTION  9.3 EXECUTION OF SUPPLEMENTAL  INDENTURES.  In  executing  or
accepting the additional  trusts  created  by  any  supplemental  indenture
permitted by this Article or the modifications thereby of the trust created
by  this  Indenture, the Trustee shall be entitled to receive, and (subject
to Section  6.1)  shall be fully protected in conclusively relying upon, an
Officers' Certificate  and an Opinion of Counsel stating that the execution
of  such  supplemental  indenture   is  authorized  or  permitted  by  this
Indenture, and that all conditions precedent  have  been complied with. The
Trustee  may,  but  shall  not  be  obligated  to,  enter  into   any  such
supplemental  indenture  which affects the Trustee's own rights, duties  or
immunities under this Indenture or otherwise.

     SECTION 9.4 EFFECT OF  SUPPLEMENTAL  INDENTURES. Upon the execution of
any  supplemental indenture under this Article,  this  Indenture  shall  be
modified  in  accordance  therewith,  and such supplemental indenture shall
form a part of this Indenture for all purposes,  and  every  Holder  of the
Debentures  theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

     SECTION  9.5  CONFORMITY  WITH TRUST INDENTURE ACT. Every supplemental
indenture  executed  pursuant  to  this   Article   shall  conform  to  the
requirements of the Trust Indenture Act as then in effect.

     SECTION  9.6  REFERENCE  IN  DEBENTURES  TO  SUPPLEMENTAL  INDENTURES.
Debentures  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 Debentures  so modified as to conform, in the opinion of the
Trustee and the Board of Directors,  to any such supplemental indenture may
be prepared and executed by the Company  and authenticated and delivered by
the  Trustee  in  exchange  for  Outstanding Debentures  presented  to  the
Trustee.

                           ARTICLE 10 COVENANTS

     SECTION 10.1 PAYMENT OF PRINCIPAL,  PREMIUM  AND INTEREST. The Company
covenants and agrees that it will duly and punctually  pay the principal of
and  interest  on  the  Debentures  in  accordance  with the terms  of  the
Debentures and this Indenture.

     SECTION  10.2  MAINTENANCE  OF  OFFICE  OR  AGENCY. The  Company  will
maintain in the United States, an office or agency  where Debentures may be
presented  or  surrendered  for  payment  and  an  office or  agency  where
Debentures may be surrendered for transfer or exchange  and  where  notices
and  demands  to  or upon the Company in respect of the Debentures and this
Indenture may be served. The Company initially appoints the Trustee, acting
through its Corporate  Trust  Office,  as  its agent for said purposes. The
Company will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at  any  time  the  Company shall
fail to maintain such 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  Debentures  may be presented or surrendered
for any or all of 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 the United States for such purposes. The Company  will
give prompt  written  notice to the Trustee of any such designation and any
change in the location of any such office or agency.

     SECTION 10.3 MONEY  FOR DEBENTURE PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time  act  as its own Paying Agent with respect to the
Debentures, it will, on or before  each  due  date  of  the principal of or
interest  on  any of the Debentures, segregate and hold in  trust  for  the
benefit of the  Persons  entitled  thereto  a  sum  sufficient  to  pay the
principal 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 failure so to  act.  Whenever  the  Company shall
have one or more Paying Agents, it will, on or before each due  date of the
principal of or interest on the Debentures, deposit with a Paying  Agent  a
sum  sufficient  to pay the principal or interest so becoming due, such sum
to be held in trust  for  the  benefit  of  the  Persons  entitled  to such
principal  or  interest, and (unless such Paying Agent is the Trustee)  the
Company will promptly  notify  the  Trustee  of its failure so to act.  The
Company will cause each Paying Agent 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:

     (a)  hold  all  sums held by it for the payment of the principal of or
          interest on  Debentures  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;

     (b)  give the Trustee notice of any  default  by  the  Company (or any
          other obligor upon the Debentures) in the making of  any  payment
          of principal or interest;

     (c)  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; and

     (d)  comply with  the provisions of the Trust Indenture Act applicable
          to it as a 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 the Company or
any Paying Agent to the  Trustee,  such Paying Agent shall be released from
all further liability with respect to such money.

     Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or interest on
any Debenture and remaining unclaimed for two years after such principal or
interest has become due and payable  shall  (unless  otherwise  required by
mandatory  provision  of  applicable  escheat  or  abandoned  or  unclaimed
property  law)  be  paid  on Company Request, after all payments owing  the
Trustee have been paid, to  the  Company,  or (if then held by the Company)
shall  (unless  otherwise  required by mandatory  provision  of  applicable
escheat or abandoned or unclaimed  property  law)  be  discharged from such
trust; and the Holder of such Debenture shall thereafter,  as  an unsecured
general  creditor,  look only to the Company for payment thereof,  and  all
liability of the Trustee  or  such  Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.

     SECTION 10.4 PAYMENT OF TAXES AND  OTHER  CLAIMS. The Company will pay
or  discharge  or cause to be paid or discharged,  before  the  same  shall
become delinquent,  (a)  all  taxes,  assessments  and governmental charges
levied or imposed upon the Company or any Subsidiary  or  upon  the income,
profits  or  property of the Company or any Subsidiary, and (b) all  lawful
claims for labor,  materials  and  supplies  which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required  to  pay  or  discharge  or
cause  to  be  paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.

     SECTION 10.5  STATEMENT AS TO COMPLIANCE. The Company shall deliver to
the Trustee, within  120  days  after  the end of each calendar year of the
Company an Officers' Certificate (signed  by  at  least one of the officers
referred to in Section 314(a)(4) of the Trust Indenture  Act)  covering the
preceding  calendar  year, stating whether or not to the best knowledge  of
the  signers  thereof  the  Company  is  in  default  in  the  performance,
observance  or  fulfillment  of  or  compliance  with  any  of  the  terms,
provisions, covenants  and conditions of this Indenture, and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which they may  have  knowledge. For the purpose of this Section
10.5, compliance shall be determined  without regard to any grace period or
requirement of notice provided pursuant to the terms of this Indenture.

     SECTION 10.6 WAIVER OF CERTAIN COVENANTS.  The Company may omit in any
particular instance to comply with any covenant or  condition  set forth in
this  Article  10 (other than the covenants contained in Section 10.1),  if
before or after  the  time  for  such  compliance the Holders of at least a
majority in principal amount of the Outstanding  Debentures, by Act of such
Holders, either waive such compliance in such instance  or  generally waive
compliance with such covenant or condition, but no such waiver shall extend
to or affect such covenant or condition except to the extent  so  expressly
waived,  and, until such waiver shall become effective, the obligations  of
the Company  in  respect  of any such covenant or condition shall remain in
full force and effect.

     SECTION 10.7 ADDITIONAL  SUMS.  In  the  event  that  (a) the Property
Trustee is the Holder of all of the Outstanding Debentures, (b) a Tax Event
in respect of the Trust shall have occurred and be continuing  and  (c) the
Company shall not have (i) redeemed the Debentures pursuant to Section 11.7
or 11.8 or (ii) dissolved the Trust pursuant to Section 9.2(b) of the Trust
Agreement, the Company shall pay to the Trust (and its permitted successors
or  assigns  under  the  Trust  Agreement) for so long as the Trust (or its
permitted  successor  or  assignee)   is   the  registered  Holder  of  the
Debentures, such additional amounts as  may  be necessary in order that the
amount of distributions then due and payable by  the Trust on the Preferred
Securities  and Common Securities that at any time  remain  outstanding  in
accordance with  the  terms thereof shall not be reduced as a result of any
Additional Taxes (the "ADDITIONAL SUMS"). Whenever in this Indenture or the
Debentures there is a reference  in any context to the payment of principal
of or interest on the Debentures,  such  mention shall be deemed to include
mention  of  the  payments of the Additional  Sums  provided  for  in  this
paragraph to the extent that, in such context, Additional Sums are, were or
would be payable in  respect  thereof  pursuant  to  the provisions of this
paragraph  and  express  mention  of  the  payment of Additional  Sums  (if
applicable) in any provisions hereof shall not  be  construed  as excluding
Additional  Sums  in those provisions hereof where such express mention  is
not made, PROVIDED,  however,  that  the  extension  of an interest payment
period  pursuant  to Section 3.11 or the Debentures shall  not  extend  the
payment of any Additional  Sums  that  may  be  due and payable during such
interest payment period.

     SECTION 10.8 ADDITIONAL COVENANTS. The Company  covenants  and  agrees
with  each  Holder  of  Debentures  that  so  long  as  the  Debentures are
outstanding,  if  (i)  there  shall  have  occurred any event of which  the
Company has actual knowledge that (A) with the  giving  of  notice  or  the
lapse  of  time  or  both,  would  constitute  a Debenture Event of Default
hereunder  and (B) in respect of which the Company  shall  not  have  taken
reasonable steps to cure, (ii) the Company shall be in default with respect
to its payment  of any obligations under the Guarantee or (iii) the Company
shall have given notice of its selection of an Extension Period as provided
herein and shall  not  have  rescinded  such notice, or such period, or any
extension thereof, shall be continuing, then  the  Company  shall  not, and
shall  cause  any  Subsidiary  not to, (x) declare or pay any dividends  or
distributions  on,  or redeem, purchase,  acquire  or  make  a  liquidation
payment with respect  to,  any shares of the Company's capital stock or (y)
make any payment of principal,  interest  or  premium, if any, on or repay,
repurchase  or  redeem  any  debt  securities  (including    guarantees  of
indebtedness for money borrowed) of the Company that rank PARI  PASSU  with
or  junior  to  the  Debentures  (other  than (1) any dividend, redemption,
liquidation, interest, principal or guarantee  payment by the Company where
the  payment is made by way of securities (including  capital  stock)  that
rank PARI  PASSU  with  or junior to the securities on which such dividend,
redemption, interest, principal  or  guarantee  payment  is being made, (2)
redemptions  or  purchases  of any rights pursuant to a stockholder  rights
agreement and the declaration  of a dividend of such rights or the issuance
of preferred stock under such plans  in  the future, (3) payments under the
Guarantee, (4) purchases of Common Stock related  to the issuance of Common
Stock under any of the Company's benefit plans for  its directors, officers
or  employees,  (5)  as  a  result of a reclassification of  the  company's
capital stock  or the exchange  or conversion of one series or class of the
Company's  capital stock for another  series  or  class  of  the  Company's
capital stock and (6) the purchase of fractional interests in shares of the
Company's capital  stock  pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged).

     The Company also covenants with each Holder of the Debentures (i) that
for so long as Preferred Securities  are  outstanding  not  to  convert the
Debentures  except  pursuant  to  a  notice of conversion delivered to  the
Conversion Agent by a holder of Preferred  Securities  and (ii) to maintain
directly  or  indirectly  100%  ownership of the Common Securities  of  the
Trust;  PROVIDED, HOWEVER, that any  permitted  successor  of  the  Company
hereunder may succeed to the Company's ownership of such Common Securities,
(iii) not  to  voluntarily  terminate,  wind-up,  liquidate or dissolve the
Trust, except (a) in connection with a distribution  of  the  Debentures to
the holders of Preferred Securities in dissolution of the Trust  or  (b) in
connection  with certain mergers, consolidations or amalgamations permitted
by the Trust  Agreement  and (iv) to use its reasonable efforts, consistent
with the terms and provisions of the Trust Agreement, to cause the Trust to
remain a business trust and  not to be classified as an association taxable
as a corporation or a partnership  for  United  States  Federal  income tax
purposes.

     SECTION 10.9 PAYMENT OF EXPENSES OF THE TRUST. In connection  with the
offering,  sale and issuance of the Debentures to the Property Trustee  and
in connection  with  the sale of the Preferred Securities by the Trust, the
Company shall:

     (a)  pay for all  costs,  fees  and expenses relating to the offering,
          sale  and issuance of the Preferred  Securities  and  the  Common
          Securities, including commissions, discounts and expenses payable
          with respect  thereto  and  compensation of the Trustee under the
          Indenture in accordance with the provisions of Section 6.7 of the
          Indenture;

     (b)  be responsible for and pay for  all  debts and obligations (other
          than with respect to the Preferred Securities)  of the Trust, pay
          for  all  costs  and  expenses of the Trust (including,  but  not
          limited to, costs and expenses  relating  to  the organization of
          the  Trust,  the  offering,  sale  and issuance of the  Preferred
          Securities  (including  commissions, discounts  and  expenses  in
          connection therewith), the  fees  and  expenses  of  the Property
          Trustee and the Delaware Trustee, the costs and expenses relating
          to  the  operation  of  the  Trust, including without limitation,
          costs  and  expenses of accountants,  attorneys,  statistical  or
          bookkeeping services,  expenses  for  printing  and engraving and
          computing or accounting equipment, paying agent(s), registrar(s),
          transfer  agent(s), duplicating, travel and telephone  and  other
          telecommunications  expenses  and  costs and expenses incurred in
          connection with the acquisition, financing,  and  disposition  of
          Trust assets); and

     (c)  pay any and all taxes (other than United States withholding taxes
          attributable  to  the  Trust  or its assets) and all liabilities,
          costs and expenses with respect to such taxes of the Trust.

              ARTICLE 11 REDEMPTION OR EXCHANGE OF DEBENTURES

     SECTION 11.1 ELECTION TO REDEEM; NOTICE  TO  TRUSTEE.  The election of
the Company to redeem any Debentures shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company,
the  Company  shall,  not  less  than  45 days prior to the date fixed  for
redemption (unless a shorter notice shall  be satisfactory to the Trustee),
notify the Trustee in writing of such date and  of  the principal amount of
Debentures to be redeemed.

     SECTION 11.2 SELECTION OF DEBENTURES TO BE REDEEMED.  If less than all
the Debentures are to be redeemed, the particular Debentures to be redeemed
shall be selected not more than 45 days prior to the Redemption Date by the
Trustee   from  the  Outstanding  Debentures  not  previously  called   for
redemption,  by  lot or by such other method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of a
portion of the principal  amount  of  the  Debentures Outstanding, PROVIDED
that the unredeemed portion of the principal amount of the Debentures be in
an  authorized  denomination (which shall not  be  less  than  the  minimum
authorized denomination) for the Debentures.

     The Trustee  shall  promptly  notify  the  Company  in  writing of the
Debentures selected for partial redemption and 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 Debentures
shall relate, in the case  of any Debenture redeemed or to be redeemed only
in part, to the portion of the principal amount of such Debenture which has
been or is to be redeemed. If  the  Company  shall  so  direct,  Debentures
registered  in  the  name  of  the Company, any Affiliate or any Subsidiary
thereof shall not be included in the Debentures selected for redemption.

     SECTION 11.3 NOTICE OF REDEMPTION. Notice of redemption shall be given
by first-class mail, postage prepaid,  mailed  not later than the thirtieth
(30{th}) day, and not earlier than the sixtieth  (60th)  day,  prior to the
date fixed for redemption, to each Holder of Debentures to be redeemed,  at
the address of such Holder as it appears in the Securities Register.

     With  respect  to Debentures to be redeemed, each notice of redemption
shall state:

     (a)  the Redemption Date;

     (b)  the redemption  price  at which the Debentures are to be redeemed
          (the "REDEMPTION PRICE");

     (c)  if less than all Outstanding  Debentures  are to be redeemed, the
          identification  (and,  in  the  case of partial  redemption,  the
          respective principal amounts) of  the particular Debentures to be
          redeemed (including, if relevant, the CUSIP or ISIN number);

     (d)  that on the Redemption Date the Redemption  Price will become due
          and payable upon each such Debenture or portion thereof, and that
          upon  deposit  with  the Paying Agent interest thereon,  if  any,
          shall cease to accrue on and after the Redemption Date;

     (e)  the place or places where  the  Debentures  are to be surrendered
          for payment of the redemption price at which  the  Debentures are
          to be redeemed;

     (f)  that  a  Holder  of  Debentures who desires to convert Debentures
          called  for  redemption   must   satisfy   the  requirements  for
          conversion  contained  in  the  Debentures,  the   then  existing
          Conversion  Price,  and  the  date  and  time when the option  to
          convert shall expire; and

     (g)  the  record  date  for the determination of holders  entitled  to
          receive payment of the  Redemption  Price, as provided in Section
          11.5.

     Notice of redemption of Debentures to be redeemed  at  the election of
the  Company  shall  be  given by the Company or, at the Company's  written
request, by the Trustee in  the  name and at the expense of the Company and
shall be irrevocable. The notice if  mailed  in  the manner herein provided
shall be conclusively presumed to have been duly given,  whether or not the
Holder receives such notice. In any case, a failure to give  such notice by
mail or any defect in the notice to the Holder of any Debenture  designated
for redemption as a whole or in part shall not affect the validity  of  the
proceedings for the redemption of any other Debenture.

     SECTION  11.4  DEPOSIT OF REDEMPTION PRICE. Prior to 12:00 noon E.S.T.
on the Redemption Date  specified  in  the  notice  of  redemption given as
provided in Section 11.3, the Company will deposit with the Trustee or with
one or more Paying Agents (or, if the Company is acting as  its  own Paying
Agent, segregate and hold in trust as provided in Section 4.2) an amount of
money  sufficient  to  redeem on the Redemption Date all the Debentures  so
called for redemption at the applicable Redemption Price.

     If any Debenture called  for  redemption has been converted, any money
deposited with the Trustee or with any  Paying  Agent  or so segregated and
held in trust for the redemption of such Debenture shall  (subject  to  any
right  of  the  Holder  of  such  Debenture or any Predecessor Debenture to
receive interest as provided in the  last paragraph of Section 3.7) be paid
to the Company upon Company Request or,  if then held by the Company, shall
be discharged from such trust.

     SECTION  11.5  DEBENTURES PAYABLE ON REDEMPTION  DATE.  If  notice  of
redemption has been given as provided in Section 11.3, the Debentures so to
be redeemed shall, on  the  Redemption  Date, become due and payable at the
Redemption Price therein specified, including any accrued interest thereon,
and  from and after such date (unless the  Company  shall  default  in  the
payment  of the Redemption Price or any accrued interest on such Debentures
shall cease  to  bear  interest.  Upon  surrender of any such Debenture for
redemption in accordance with said notice,  such Debenture shall be paid by
the Company at the Redemption Price, including  any accrued interest to the
Redemption  Date,  PROVIDED,  HOWEVER,  that installments  of  interest  on
Debentures whose Stated Maturity is on or  prior  to  the  Redemption  Date
shall  be  payable  to  the  Holders  of  such  Debentures,  or one of more
Predecessor Debentures, registered as such at the close of business  on the
relevant Regular Record Dates or Special Record Dates, as the case may  be,
according  to  their  terms and the provisions of Section 3.7. In the event
that any date on which  any  Redemption  Price is payable is not a Business
Day, then payment of the Redemption Price payable on such date will be made
on  the  next  succeeding  day which is a Business  Day  (and  without  any
interest or other payment in  respect  of  any such delay), except that, if
such Business Day is in the next succeeding  calendar  year,  such  payment
shall  be  made  on  the  immediately preceding Business Day, with the same
force and effect as if made  on  such date. Payment of the Redemption Price
shall be made to the Holders of such  Debentures  as  they  appear  on  the
Securities  Register  for the Debentures on the relevant record date, which
shall be the date which  is  the  fifteenth  (15th)  day  (whether or not a
Business Day) preceding such Redemption Date.  If any Debenture  called for
redemption shall not be so paid upon surrender thereof for redemption,  the
principal  shall, until paid, bear interest from the Redemption Date at the
rate prescribed therefor in the Debenture.

     SECTION  11.6  DEBENTURES  REDEEMED  IN  PART.  In  the  event  of any
redemption  in  part,  the  Company  shall  not  be  required to (i) issue,
register  the  transfer  of  or  exchange  any  Debenture during  a  period
beginning  at 9:00 a.m. E.S.T. 15 Business Days before  any  selection  for
redemption of  Debentures  and  ending  at 5:00 p.m. E.S.T. on the earliest
date in which the relevant notice of redemption  is  deemed  to  have  been
given  to all Holders of Debentures to be so redeemed and (ii) register the
transfer of or exchange any Debentures so selected for redemption, in whole
or in part,  except  for  the  unredeemed  portion  of any Debentures being
redeemed in part.

     Any  Debenture  which  is  to  be  redeemed  only  in  part  shall  be
surrendered at the 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  make
available  for  delivery  to  the  Holder of such Debenture without service
charge, a new Debenture or Debentures,  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 Debenture so
surrendered. Each Debenture  shall be subject to partial redemption only in
the amount of $10 or integral  multiples  thereof.   The Debentures are not
entitled to the benefit of any sinking or like fund.

     SECTION 11.7 MANDATORY REDEMPTION. Upon (i) repayment  at  maturity or
(ii) as a result of acceleration upon the occurrence and continuation  of a
Debenture  Event  of  Default,  the  Company  shall  redeem the Outstanding
Debentures, in whole but not in part, at a redemption  price  equal to 100%
of  the  principal  amount  of such Debentures plus any accrued and  unpaid
interest, to the date fixed for redemption.

     SECTION 11.8 OPTIONAL REDEMPTION.  Except  as  set forth below, on and
after __________ __, 2004, and subject to the next succeeding sentence, the
Company shall have the right, at any time and from time  to time, to redeem
the  Debentures,  in whole or in part, upon notice given as  set  forth  in
Section 11.3, at a  Redemption  Price equal to the principal amount of such
Debentures plus any accrued and unpaid interest, to the date fixed for such
redemption.  The Company may not  redeem the Debentures in whole or in part
unless  all accrued and unpaid interest  has  been  paid  in  full  on  all
outstanding Debentures for all quarterly interest periods terminating on or
prior to the giving of notice of the Redemption Date.  If a Tax Event shall
occur and  be  continuing,  the Company shall have the right, upon not less
than 30 nor more than 60 days' notice, to redeem the Debentures in whole or
in part, for cash within 90 days following the occurrence of such Tax Event
at a Redemption Price equal to the principal amount of such Debentures plus
any accrued and unpaid interest,  to  the  date  fixed for such redemption.
The Company also may redeem the Debentures (a "PROVISIONAL REDEMPTION"), in
whole or in part, upon notice given as set forth in  Section  11.3  at  any
time, at a Redemption Price equal to the principal amount of the Debentures
being redeemed, plus any accrued and unpaid interest, if the Current Market
Price  of the Common Stock shall have exceeded 150% of the Conversion Price
then in  effect  for  at  least  20  Trading  Days  within any period of 30
consecutive Trading Days ending not more than five Trading  Days  prior  to
the date of mailing of the notice given as set forth in Section 11.3.

     SECTION 11.9 EXCHANGE OF TRUST SECURITIES FOR DEBENTURES.

     (a)  At  any  time,  the  Company shall have the right to dissolve the
          Trust and cause the Debentures  to  be distributed to the holders
          of the Preferred Securities in dissolution  of  the  Trust  after
          satisfaction of liabilities to creditors of the Trust as provided
          by applicable law.

     (b)  If  a  Special  Event  in respect of the Trust shall occur and be
          continuing, the Company shall give the Property Trustee notice of
          the same. If a Special Event  in respect of the Trust shall occur
          and  be  continuing, the Trust Agreement  requires  the  Property
          Trustee to  direct  the Conversion Agent (as defined in the Trust
          Agreement) to exchange  all  outstanding Trust Securities for the
          Debentures  having a principal  amount  equal  to  the  aggregate
          liquidation amount  of  the Trust Securities to be exchanged with
          accrued interest in an amount  equal  to any unpaid distributions
          on the Trust Securities PROVIDED that, in the case of a Tax Event
          that  shall have occurred and be continuing,  the  Company  shall
          have the right to direct the Property Trustee that less than all,
          or none,  of  the Trust Securities be so exchanged (i) if and for
          so long as the  Company  shall have elected to pay any Additional
          Sums such that the amounts  received  by  holders  of  the  Trust
          Securities that remain outstanding are not reduced as a result of
          such  Tax Event, and shall not have revoked any such election  or
          failed to make such payments or (ii) if the Company shall instead
          elect to  redeem  the  Debentures,  in  whole  or in part, in the
          manner set forth in Section 11.8.

                  ARTICLE 12 SUBORDINATION OF DEBENTURES

     SECTION  12.1  DEBENTURES  SUBORDINATE  TO  SENIOR  DEBT. The  Company
covenants  and  agrees,  and each Holder of a Debenture, by its  acceptance
thereof, likewise covenants  and  agrees,  that,  to  the extent and in the
manner hereinafter set forth in this Article, the payment  of the principal
of and interest on each and all of the Debentures are hereby expressly made
junior and subordinate and subject in right of payment to the prior payment
in full of all amounts then due and payable in respect of all  Senior  Debt
(whether  outstanding  on  the  date hereof or hereafter created, incurred,
assumed or guaranteed), and that  the  subordination  is for the benefit of
the  holders  of Senior Debt. Notwithstanding the foregoing,  any  and  all
amounts payable  to  the Trustee pursuant to Section 6.7 are not subject to
the provisions of Article 12.

     SECTION 12.2 PAYMENT  OVER OF PROCEEDS UPON DISSOLUTION, ETC. Upon any
payment or distribution of assets  of  the  Company  to  creditors upon any
liquidation,  dissolution, winding up, reorganization, assignment  for  the
benefit of creditors,  marshaling  of assets or any bankruptcy, insolvency,
debt restructuring or similar proceeding  in connection with any insolvency
or bankruptcy proceeding of the Company (each  such  event,  if any, herein
sometimes referred to as a "PROCEEDING"), then the holders of  Senior  Debt
shall  be entitled to receive payment in full of principal of (and premium,
if any) and interest (including interest after the commencement of any such
proceeding at the rate specified in the applicable Senior Debt), if any, on
such Senior  Debt,  or  provision shall be made for such payment in cash or
cash equivalents or otherwise  in  a  manner satisfactory to the holders of
Senior Debt, before the Holders of the  Debentures, are entitled to receive
or retain any payment or distribution of  any kind or character, whether in
cash, property or Debentures (including any  payment  or distribution which
may be payable or deliverable by reason of the payment of any other Debt of
the Company (including the Debentures) subordinated to  the  payment of the
Debentures,  but  not  including any payments that are made from  funds  on
deposit pursuant to Section  4.1  or funds on deposit for the redemption of
Debentures for which notice of Redemption has been given and the applicable
Redemption Date has passed, such payment  or distribution being hereinafter
referred to as a "JUNIOR SUBORDINATED PAYMENT"), in respect of principal of
or  interest  on the Debentures or on account  of  the  purchase  or  other
acquisition of  Debentures by the Company or any Subsidiary and to that end
the holders of Senior Debt shall be entitled to receive, for application to
the payment thereof  any  payment or distribution of any kind of character,
whether in cash, property or  Debentures, including any Junior Subordinated
Payment, which may be payable or  deliverable  in respect of the Debentures
in any such Proceeding.

     In  the event that notwithstanding the foregoing  provisions  of  this
Section, the Trustee or the Holder of any Debenture shall have received any
payment or  distribution of assets of the Company of any kind or character,
whether in cash,  property or Debentures, including any Junior Subordinated
Payment, prohibited  by  the  foregoing,  before all Senior Debt is paid in
full or payment thereof is provided for in  cash  or  cash  equivalents  or
otherwise  in  a  manner satisfactory to the holders of Senior Debt, and if
such fact shall, at  or  prior to the time of such payment or distribution,
have been made known to the  Trustee  or,  as the case may be, such Holder,
then and in such event such payment or distribution  shall  be paid over or
delivered  forthwith  to  the  trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent  or  other  Person  making  payment  or
distribution of assets of the Company for application to the payment of all
Senior  Debt  remaining  unpaid,  to the extent necessary to pay all Senior
Debt in full, after giving effect to any concurrent payment or distribution
to or for the holders of Senior Debt.

     For the purposes of this Article  only,  the  words  "any  payment  or
distribution  of  any  kind  or  character,  whether  in  cash, property or
securities" shall not be deemed to include shares of stock  of the Company,
as  reorganized  or readjusted, or securities of the Company or  any  other
corporation provided  for by a plan of reorganization or readjustment which
securities are subordinated  in  right  of  payment to all then outstanding
Senior  Debt to substantially the same extent  as  the  Debentures  are  so
subordinated  as provided in this Article. The consolidation of the Company
with, or the merger  of the Company into, another Person or the liquidation
or dissolution of the  Company  following  the sale of all or substantially
all of its properties and assets as an entirety  to  another  Person or the
liquidation  or  dissolution  of the Company following the sale of  all  or
substantially all of its properties  and  assets  as an entirety to another
Person upon the terms and conditions set forth in Article  8  shall  not be
deemed  a Proceeding for the purposes of this Section, if the Person formed
by such consolidation  or  into  which  the Company is merged or the Person
which acquires by sale such properties and  assets  as  an entirety, as the
case may be, shall, as a part of such consolidation, merger, or sale comply
with the conditions set forth in Article 8.

     SECTION  12.3  PRIOR  PAYMENT  TO  SENIOR  DEBT  UPON ACCELERATION  OF
DEBENTURES. In the event that the Debentures are declared  due  and payable
before  their  Maturity,  then and in such event the holders of the  Senior
Debt outstanding at the time the Debentures so become due and payable shall
be entitled to receive payment  in full of all amounts due on or in respect
of  such Senior Debt (including any  amounts  due  upon  acceleration),  or
provision  shall  be  made  for such payment in cash or cash equivalents or
otherwise in a manner satisfactory  to  the  holders of Senior Debt, before
the  Holders  of  the Debentures are entitled to  receive  any  payment  or
distribution of any  kind  or  character,  whether  in  cash, properties or
securities (including any Junior Subordinated Payment) by  the  Company  on
account  of the principal of or interest on the Debentures or on account of
the purchase  or  other  acquisition  of  Debentures  by the Company or any
Subsidiary.  In the event that, notwithstanding the foregoing,  the Company
shall  make  any  payment  to  the  Trustee or the Holder of the Debentures
prohibited by the foregoing provisions  of  this  Section, and if such fact
shall, at or prior to the time of such payment, have  been  made  known, as
set forth in Section 12.10, to a Responsible Officer of the Trustee  or, as
the case may be, such Holder, then and in such event such payment shall  be
paid  over  and delivered forthwith to the Company.  The provisions of this
Section shall  not  apply to any payment with respect to which Section 12.2
would be applicable.

     SECTION 12.4 NO PAYMENT WHEN SENIOR DEBT IN DEFAULT.  (a) In the event
and during the continuation  of  any default in the payment of principal of
(or premium, if any) or interest on  any  Senior Debt, or in the event that
any event of default with respect to any Senior  Debt  shall  have occurred
and  be continuing and shall have resulted in such Senior Debt becoming  or
being  declared  due  and  payable  prior  to  the  date  on which it would
otherwise  have  become  due  and payable, unless and until such  event  of
default shall have been cured or  waived  or shall have ceased to exist and
such acceleration shall have been rescinded  or  annulled,  or  (b)  in the
event  any  judicial  proceeding  shall be pending with respect to any such
default  in  payment  or  such  event  or   default;  then  no  payment  or
distribution  of  any kind or character, whether  in  cash,  properties  or
Debentures (including any Junior Subordinated Payment) shall be made by the
Company on account  of  principal of or interest, if any, on the Debentures
or on account of the purchase  or  other  acquisition  of Debentures by the
Company or any Subsidiary other than payments made from  funds  on  deposit
pursuant  to  Section  4.1  or  from funds on deposit for the redemption of
Debentures for which notice of redemption has been given and the Redemption
Date has passed.

     In the event that, notwithstanding  the  foregoing,  the Company shall
make any payment to the Trustee or the Holder of the Debentures  prohibited
by the foregoing provisions of this Section, and if such fact shall,  at or
prior  to  the  time  of such payment, have been made known as set forth in
Section 12.10, to a Responsible  Officer of the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.   The  provisions of this Section shall
not  apply  to  any payment with respect to which  Section  12.2  would  be
applicable.

     SECTION 12.5  PAYMENT  PERMITTED  IF  NO DEFAULT. Nothing contained in
this Article or elsewhere in this Indenture  or  in  any  of the Debentures
shall  prevent (a) the Company, at any time except during the  pendency  of
any Proceeding  referred  to  in  Section  12.2  or  under  the  conditions
described  in  Sections 12.3 and 12.4, from making payments at any time  of
principal of  or  interest on the Debentures, or (b) the application by the
Trustee of any money  deposited  with  it hereunder to the payment of or on
account of the principal of or interest  on the Debentures or the retention
of such payment by the Holders, if, at the  time of such application by the
Trustee, a Responsible Officer of the Trustee did not have actual knowledge
that such payment would have been prohibited  by  the  provisions  of  this
Article.

     SECTION  12.6 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT. Subject
to the payment  in  full  of  all  Senior  Debt,  or the provision for such
payment in cash or cash equivalents or otherwise in  a  manner satisfactory
to  the  holders  of  Senior Debt, the Holders of the Debentures  shall  be
subrogated to the extent  of  the  payments  or  distributions  made to the
holders  of  such  Senior  Debt  pursuant to the provisions of this Article
(equally and ratably with the holders  of  all  indebtedness of the Company
which by its express terms is subordinated to Senior Debt of the Company to
substantially  the same extent as the Debentures are  subordinated  to  the
Senior Debt and  is entitled to like rights of subrogation by reason of any
payments or distributions  made  to  holders  of  such  Senior Debt) to the
rights  of  the  holders  of  such  Senior  Debt  to  receive payments  and
distributions  of cash, property and securities applicable  to  the  Senior
Debt until the principal of and interest on the Debentures shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Debt of any cash, property or securities to which the
Holders of the Debentures  or  the Trustee would be entitled except for the
provisions of this Article, and  no  payments pursuant to the provisions of
this Article to the holders of Senior  Debt by Holders of the Debentures or
the Trustee, shall, as among the Company,  its creditors other than holders
of  Senior  Debt, and the Holders of the Debentures,  be  deemed  to  be  a
payment or distribution by the Company to or on account of the Senior Debt.

     SECTION   12.7  PROVISIONS  SOLELY  TO  DEFINE  RELATIVE  RIGHTS.  The
provisions of this  Article  are and are intended solely for the purpose of
defining the relative rights of  the  Holders  of the Debentures on the one
hand and the holders of Senior Debt on the other hand. Nothing contained in
this  Article  or  elsewhere  in  this Indenture or in  the  Debentures  is
intended to or shall (a) impair, as  between the Company and the Holders of
the Debentures, the obligations of the  Company,  which  are  absolute  and
unconditional, to pay to the Holders of the Debentures the principal of and
interest  on  the  Debentures  as  and  when the same shall  become due and
payable in accordance with their terms, or  (b)  affect the relative rights
against the Company of the Holders of the Debentures  and  creditors of the
Company other than their rights in relation to the holders of  Senior Debt,
or  (c)  prevent the Trustee or the Holder of any Debenture from exercising
all remedies  otherwise permitted by applicable law upon default under this
Indenture including,  without  limitation,  filing and voting claims in any
Proceeding,  subject  to  the rights, if any, under  this  Article  of  the
holders of Senior Debt to receive  cash,  property and securities otherwise
payable or deliverable to the Trustee or such Holder.

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

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

     SECTION 12.10 NOTICE TO TRUSTEE. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit
the  making  of  any  payment  to  or  by the Trustee  in  respect  of  the
Debentures. Notwithstanding the provisions  of  this  Article  or any other
provision  of  this  Indenture,  the  Trustee  shall  not  be  charged with
knowledge of the existence of any facts which would prohibit the  making of
any  payment to or by the Trustee in respect of the Debentures, unless  and
until  the  Trustee  shall  have  received  written notice thereof from the
Company or a person representing itself as a  holder of Senior Debt or from
any trustee, agent or representative therefor (whether  or  not  the  facts
contained in such notice are true).

     SECTION 12.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.  Upon  any payment or distribution of assets of the Company referred
to in this Article,  the  Trustee,  subject to the provisions of Article 6,
and the Holders of the Debentures shall  be  entitled  to conclusively rely
upon any order or decree entered by any court of competent  jurisdiction in
which  a  Proceeding  is  pending,  or  a  certificate  of  the trustee  in
bankruptcy,  receiver,  liquidating  trustee, custodian, assignee  for  the
benefit  of  creditors,  agent  or  other Person  making  such  payment  or
distribution, delivered to the Trustee or to the Holders of Debentures, for
the purpose of ascertaining the Persons  entitled  to  participate  in such
payment  or  distribution,  the  holders  of  the  Senior  Debt  and  other
indebtedness  of  the  Company,  the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     SECTION 12.12 TRUSTEE NOT FIDUCIARY  FOR  HOLDERS OF SENIOR DEBT. With
respect  to  the  holders of the Senior Debt of the  Company,  the  Trustee
undertakes to perform or observe only such of its obligations and covenants
as  are  set  forth in  this  Article  12,  and  no  implied  covenants  or
obligations with  respect  to the holders of such Senior Debt shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the  holders  of such Senior Debt and, subject to
the provisions of Section 6.3, the Trustee  shall  not  be  liable  to  the
holder  of  any Senior Debt if it shall pay over or deliver to Holders, the
Company, or any  other  person, money or assets to which any holder of such
Senior Debt shall be entitled to by virtue of this Article 12 or otherwise.

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

     SECTION 12.14 ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time
any Paying Agent other than the Trustee shall  have  been  appointed by the
Company and be then acting hereunder, the term "TRUSTEE" as  used  in  this
Article  shall  in  such  case  (unless  the context otherwise requires) be
construed  as  extending  to and including such  Paying  Agent  within  its
meaning as fully for all intent  and  purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.

     SECTION 12.15 CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT. For the
purpose  of  this Article only, (a) the issuance  and  delivery  of  junior
securities upon conversion or exchange of Debentures shall not be deemed to
constitute a payment  or  distribution  on  account  of the principal of or
interest  on  the  Debentures  or  on  account  of  the purchase  or  other
acquisition  of Debentures, and (b) the payment, issuance  or  delivery  of
cash (including any payments for fractional shares), property or securities
(other than junior  securities)  upon conversion or exchange of a Debenture
shall be deemed to constitute payment  on  account of the principal of such
security.  For the purpose of this Section, the  term  "JUNIOR  SECURITIES"
means (i) shares  of  any common stock of any class of the Company and (ii)
securities of the Company which are subordinated in right of payment to all
Senior Debt which may be outstanding at the time of issuance or delivery of
such securities to substantially the same extent as, or to a greater extent
than, the Debentures are so subordinated as provided in this Article.

                    ARTICLE 13 CONVERSION OF DEBENTURES

     SECTION 13.1 CONVERSION  RIGHTS.  Subject  to and upon compliance with
the  provisions  of this Article, the Debentures are  convertible,  at  the
option of the Holder, at any time prior to the redemption or maturity, into
fully  paid  and  nonassessable  shares  of  Common  Stock  at  an  initial
conversion rate of  ______ shares of Common Stock for each $10 in aggregate
principal  amount  of  Debentures   (equal   to   a   conversion  price  of
approximately $_____ per share of Common Stock), subject  to  adjustment as
described  in  this  Article  13  (as adjusted, the "CONVERSION PRICE").  A
Holder of Debentures may convert any portion of the principal amount of the
Debentures  into that number of fully  paid  and  nonassessable  shares  of
Common Stock  (calculated as to each conversion to the nearest 1/100th of a
share) obtained  by  dividing  the principal amount of the Debentures to be
converted by the Conversion Price.  In  case a Debenture or portion thereof
is called for redemption, such conversion right in respect of the Debenture
or  portion  so  called  shall  expire at the  close  of  business  on  the
Redemption Date, unless the Company defaults in making the payment due upon
redemption.

     SECTION 13.2 CONVERSION PROCEDURES.

     (a)  In order to convert all  or  a  portion  of  the  Debentures, the
          Holder  thereof  shall  deliver  to  the  Property  Trustee,   as
          conversion  agent  or  to  such  other  agent  appointed for such
          purposes  (the  "CONVERSION  AGENT")  an  irrevocable  Notice  of
          Conversion setting forth the principal amount of Debentures to be
          converted, together with the name or names,  if  other  than  the
          Holder, in which the shares of Common Stock should be issued upon
          conversion  and  surrender to the Conversion Agent the Debentures
          to be converted, duly  endorsed  or assigned to the Company or in
          blank. In addition, a holder of Preferred Securities may exercise
          its right under the Trust Agreement  to  convert  such  Preferred
          Securities  into  Common  Stock  by  delivering to the Conversion
          Agent  an  irrevocable  Notice of Conversion  setting  forth  the
          information called for by  the  preceding  sentence and directing
          the Conversion Agent (i) to exchange such Preferred  Security for
          a  portion  of  the  Debentures held by the Trust (at an exchange
          rate of $10 principal  amount  of  Debentures  for each Preferred
          Security)  and  (ii)  to immediately convert such Debentures,  on
          behalf of such holder, into Common Stock pursuant to this Article
          13 and, surrendering such  Preferred Securities, duly endorsed or
          assigned to the Company or in  blank.  So  long  as any Preferred
          Securities  are  outstanding,  the  Trust  shall not convert  any
          Debentures except pursuant to a Notice of Conversion delivered to
          the Conversion Agent by a holder of Preferred Securities.

          If a Notice of Conversion is delivered on or  after  the  Regular
          Record  Date  and  prior to the subsequent Interest Payment Date,
          the Holder of record  on the Regular Record Date will be entitled
          to receive the interest  paid  on the subsequent Interest Payment
          Date on the portion of Debentures to be converted notwithstanding
          the  conversion  thereof prior to  such  Interest  Payment  Date.
          Except  as  otherwise   provided  in  the  immediately  preceding
          sentence,  in  the case of  any  Debenture  which  is  converted,
          interest whose Stated  Maturity  is  on  or  after  the  date  of
          conversion  of  such  Debenture  shall  not  be  payable, and the
          Company shall not make nor be required to make any other payment,
          adjustment  or  allowance  with  respect  to  accrued but  unpaid
          interest on the Debentures being converted, which shall be deemed
          to be paid in full. Debentures submitted for conversion  prior to
          the  expiration of conversion rights as provided in Section  13.3
          shall  be  deemed  to have been effected immediately prior to the
          close of business on  the  day  on which the Notice of Conversion
          was received (the "CONVERSION DATE") by the Conversion Agent from
          the Holder or from a holder of the Preferred Securities effecting
          a conversion thereof pursuant to  its conversion rights under the
          Trust  Agreement,  as  the case may be.  The  Person  or  Persons
          entitled to receive Common  Stock  issuable  upon such conversion
          shall be treated for all purposes as the record holder or holders
          of such Common Stock as of the Conversion Date and such Person or
          Persons will cease to be a record Holder or record Holders of the
          Debentures on that date. As promptly as practicable  on  or after
          the  Conversion Date, the Company shall issue and deliver at  the
          office  of the Conversion Agent, unless otherwise directed by the
          Holder or  holder  in  the Notice of Conversion, a certificate or
          certificates  for the number  of  full  shares  of  Common  Stock
          issuable upon such conversion, together with the cash payment, if
          any, in lieu of  any  fraction  of  any  share  to  the Person or
          Persons entitled to receive the same. The Conversion  Agent shall
          deliver  such  certificate  or  certificates  to  such Person  or
          Persons.

     (b)  The  Company's  delivery upon conversion of the fixed  number  of
          shares of Common  Stock into which the Debentures are convertible
          (together with the  cash  payment,  if any, in lieu of fractional
          shares) shall be deemed to satisfy the  Company's  obligation  to
          pay the principal amount at Maturity of the portion of Debentures
          so  converted  and any unpaid interest accrued on such Debentures
          at the time of such conversion.

     (c)  No fractional shares  of  Common Stock will be issued as a result
          of conversion, but in lieu  thereof, the Company shall pay to the
          Conversion Agent a cash adjustment in an amount equal to the same
          fraction  of  the  Current Market  Price  with  respect  to  such
          fractional interest  on  the  date  on  which  the  Debentures or
          Preferred  Securities,  as the case may be, were duly surrendered
          to the Conversion Agent for  conversion, and the Conversion Agent
          in turn will make such payment,  if  any,  to  the  Holder of the
          Securities   or  the  holder  of  the  Preferred  Securities   so
          converted.

     (d)  In the event of  the  conversion of any Debenture in part only, a
          new Debenture or Debentures  for  the unconverted portion thereof
          will  be  issued  in  the  name of the Holder  thereof  upon  the
          cancellation of the Debenture  converted  in  part  in accordance
          with Section 3.5.

     (e)  In  effecting  the  conversion  transactions  described  in  this
          Section,  the  Conversion Agent is acting as agent of the holders
          of Preferred Securities  (in the exchange of Preferred Securities
          for Debentures) and as agent of the Holders of Debentures (in the
          conversion of Debentures into  Common Stock), as the case may be,
          directing  it  to  effect  such  conversion   transactions.   The
          Conversion  Agent is hereby authorized (i) to exchange Debentures
          held by the Trust  from  time to time for Preferred Securities in
          connection with the conversion  of  such  Preferred Securities in
          accordance  with this Article 13 and (ii) to  convert  all  or  a
          portion of the  Debentures  into  Common  Stock  and thereupon to
          deliver  such  shares  of  Common  Stock in accordance  with  the
          provisions of this Article 13 and to  deliver  to the Trust a new
          Debenture  or Debentures for any resulting unconverted  principal
          amount.

     (f)  The Company  shall at all times reserve and keep available out of
          its authorized  and  unissued  Common  Stock, solely for issuance
          upon the conversion of the Debentures, such  number  of shares of
          Common  Stock  as  shall  from time to time be issuable upon  the
          conversion    of   all   the   Debentures    then    outstanding.
          Notwithstanding  the  foregoing, the Company shall be entitled to
          deliver upon conversion  of  Debentures  shares  of  Common Stock
          reacquired  and held in the treasury of the Company (in  lieu  of
          the issuance  of  authorized and unissued shares of Common Stock)
          so long as any such  treasury  shares  are  free and clear of all
          liens, charges, security interests or encumbrances.  Whenever the
          Company  issues  shares  of  Common  Stock  upon  conversion   of
          Debentures,  and  the  Company has in effect at such time a stock
          purchase rights agreement under which holders of Common Stock are
          issued rights ("RIGHTS")  entitling  the  holders  under  certain
          circumstances to purchase an additional share or shares of stock,
          the  Company  will issue, together with each such share of Common
          Stock, such number  of Rights (which number may be a fraction) as
          shall at that time be  issuable  with  a  share  of  Common Stock
          pursuant to such stock purchase rights agreement. Any  shares  of
          Common  Stock  issued  upon conversion of the Debentures shall be
          duly authorized, validly issued and fully paid and nonassessable.
          The Conversion Agent shall  deliver  the  shares  of Common Stock
          received  upon  conversion  of  the  Debentures to the converting
          Holder free and clear of all liens, charges,  security  interests
          and encumbrances, except for United States withholding taxes. The
          Company  shall  use its best efforts to obtain and keep in  force
          such governmental  or  regulatory permits or other authorizations
          as may be required by law,  and  shall comply with all applicable
          requirements as to registration or  qualification of Common Stock
          (and  all  requirements  to  list  Common   Stock  issuable  upon
          conversion  of  Debentures that are at the time  applicable),  in
          order to enable the  Company  to lawfully issue Common Stock upon
          conversion of the Debentures and to lawfully deliver Common Stock
          to each Holder upon conversion of the Debentures.

     (g)  The Company will pay any and all  taxes  that  may  be payable in
          respect  of  the issue or delivery of shares of Common  Stock  on
          conversion of  Debentures.  The  Company  shall  not, however, be
          required  to pay any tax which may be payable in respect  of  any
          transfer involved  in  the issue and delivery of shares of Common
          Stock  in a name other than  that  in  which  the  Debentures  so
          converted were registered, and no such issue or delivery shall be
          made unless  and  until the Person requesting such issue has paid
          to the Conversion Agent  the  amount  of  any  such  tax,  or has
          established to the satisfaction of the Conversion Agent that such
          tax has been paid.

     (h)  Nothing  in  this  Article  13 shall limit the requirement of the
          Company to withhold taxes pursuant to the terms of the Debentures
          or  as  set  forth in this Agreement  or  otherwise  require  the
          Trustee or the  Company  to  pay  any  amounts on account of such
          withholdings.

     SECTION 13.3 EXPIRATION OF CONVERSION RIGHTS. The conversion rights of
Holders of Debentures shall expire at the close of business on the date set
for redemption of the Debentures or if not theretofore  redeemed the Stated
Maturity of the Debentures.

     SECTION 13.4 CONVERSION PRICE ADJUSTMENTS. The conversion  price shall
be  subject  to  adjustment  (without  duplication)  from  time to time  as
follows:

     (a)  In  case  the  Company  shall,  while  any of the Debentures  are
          outstanding,  (i)  pay  a dividend or make  a  distribution  with
          respect  to its Common Stock  exclusively  in  shares  of  Common
          Stock, (ii)  subdivide  its  outstanding  shares of Common Stock,
          (iii)  combine  its  outstanding shares of Common  Stock  into  a
          smaller number of shares or (iv) issue by reclassification of its
          shares  of Common Stock  any  shares  of  capital  stock  of  the
          Company,  the  conversion  privilege  and the Conversion Price in
          effect immediately prior to such action shall be adjusted so that
          the   Holder  of  any  Debentures  thereafter   surrendered   for
          conversion  shall  be entitled to receive the number of shares of
          capital  stock  of  the   Company   which  he  would  have  owned
          immediately  following  such  action  had  such  Debentures  been
          converted immediately prior thereto. An  adjustment made pursuant
          to this subsection (a) shall become effective  immediately  after
          the  record  date in the case of a dividend or other distribution
          and shall become  effective  immediately after the effective date
          in  case of a subdivision, combination  or  reclassification  (or
          immediately  after  the  record  date if a record date shall have
          been  established  for  such  event).  If,  as  a  result  of  an
          adjustment made pursuant to this  subsection  (a),  the Holder of
          any Debenture thereafter surrendered for conversion shall  become
          entitled  to  receive shares of two or more classes or series  of
          capital stock of  the  Company,  the  Board  of  Directors (whose
          determination  shall  be conclusive and shall be described  in  a
          Board Resolution filed  with  the  Trustee)  shall  determine the
          allocation  of  the  adjusted  Conversion Price between or  among
          shares of such classes or series  of  capital stock. In the event
          that  such  dividend, distribution, subdivision,  combination  or
          issuance is not so paid or made, the Conversion Price shall again
          be adjusted to  be  the  Conversion  Price which would then be in
          effect if such record date had not been fixed.

     (b)  In  case  the  Company  shall, while any of  the  Debentures  are
          Outstanding, issue rights  or  warrants  to  all  holders  of its
          Common Stock entitling them (for a period expiring within 45 days
          after  the  record  date  for  the  determination of stockholders
          entitled to receive such rights or warrants)  to subscribe for or
          purchase shares of Common Stock at a price per  share  less  than
          the Current Market Price per share of Common Stock on such record
          date,  the  Conversion Price for the Debentures shall be adjusted
          so that the same  shall equal the price determined by multiplying
          the Conversion Price  in  effect immediately prior to the date of
          issuance of such rights or  warrants  by  a fraction of which the
          numerator  shall  be  the  number  of  shares  of   Common  Stock
          outstanding  on  the date of issuance of such rights or  warrants
          plus the number of  shares  which the aggregate offering price of
          the  total  number  of  shares so  offered  for  subscription  or
          purchase would purchase at  such  Current  Market  Price,  and of
          which  the  denominator  shall  be the number of shares of Common
          Stock  outstanding on the date of  issuance  of  such  rights  or
          warrants  plus  the  number  of additional shares of Common Stock
          offered  for  subscription  or purchase.  Such  adjustment  shall
          become  effective immediately  after  the  record  date  for  the
          determination  of stockholders entitled to receive such rights or
          warrants. For the  purposes  of  this  subsection,  the number of
          shares of Common Stock at any time outstanding shall  not include
          shares held in the treasury of the Company. The Company shall not
          issue any rights or warrants in respect of shares of Common Stock
          held  in  the  treasury  of  the  Company. In case any rights  or
          warrants referred to in this subsection  in  respect  of which an
          adjustment  shall have been made shall expire unexercised  within
          45 days after  the  same shall have been distributed or issued by
          the Company, the Conversion Price shall be readjusted at the time
          of such expiration to  the  Conversion Price that would have been
          in  effect if no adjustment had  been  made  on  account  of  the
          distribution or issuance of such expired rights or warrants.

     (c)  Subject  to  the  last sentence of this subparagraph, in case the
          Company  shall,  by dividend  or  otherwise,  distribute  to  all
          holders of its Common Stock evidences of its indebtedness, shares
          of  any  class  or  series  of  capital  stock,  cash  or  assets
          (including securities,  but  excluding  any  rights  or  warrants
          referred  to  in  subparagraph  (b), any dividend or distribution
          paid  exclusively  in  cash  and  any  dividend  or  distribution
          referred  to  in  subparagraph (a) of  this  Section  13.4),  the
          Conversion Price shall  be  reduced  so that the same shall equal
          the  price  determined  by multiplying the  Conversion  Price  in
          effect immediately prior  to  the effectiveness of the Conversion
          Price  reduction  contemplated by  this  subparagraph  (c)  by  a
          fraction of which the numerator shall be the Current Market Price
          per share of Common  Stock  on  the date fixed for the payment of
          such distribution (the "REFERENCE  DATE")  less  the  fair market
          value  (as  determined  in  good faith by the Board of Directors,
          whose  determination  shall be  conclusive  and  described  in  a
          resolution of the Board  of Directors), on the Reference Date, of
          the portion of the evidences  of  indebtedness, shares of capital
          stock, cash and assets so distributed  applicable to one share of
          Common  Stock and the denominator shall be  such  Current  Market
          Price per  share  of  Common  Stock,  such  reduction  to  become
          effective immediately prior to the opening of business on the day
          following the Reference Date. In the event that such dividend  or
          distribution  is  not so paid or made, the Conversion Price shall
          again be adjusted to  be the Conversion Price which would then be
          in effect if such dividend  or distribution had not occurred. For
          purposes of this subparagraph  (c),  any dividend or distribution
          that includes shares of Common Stock or  rights  or  warrants  to
          subscribe  for or purchase shares of Common Stock shall be deemed
          instead to be  (i) a dividend or distribution of the evidences of
          indebtedness, shares  of capital stock, cash or assets other than
          such shares of Common Stock  or  such  rights or warrants (making
          any Conversion Price reduction required by this subparagraph (c))
          immediately followed by (ii) a dividend  or  distribution of such
          shares  of  Common Stock or such rights or warrants  (making  any
          further conversion  price  reduction required by subparagraph (a)
          or  (b)),  except (A) the Reference  Date  of  such  dividend  or
          distribution as defined in this subparagraph shall be substituted
          as (x) "the  record  date  in  the  case  of  a dividend or other
          distribution," and (y) "the record date for the  determination of
          stockholders entitled to receive such rights or warrants" and (z)
          "the  date  fixed for such determination" within the  meaning  of
          subparagraphs  (a)  and  (b)  and  (B) any shares of Common Stock
          included in such dividend or distribution  shall  not  be  deemed
          outstanding  for  purposes  of  computing  any  adjustment of the
          conversion price in subparagraph (a).

     (d)  In  case  the  Company  shall  pay  or make a dividend  or  other
          distribution on its Common Stock exclusively  in  cash (excluding
          any regular quarterly dividend payable solely in cash that may be
          established by the Board of Directors in the future  (as adjusted
          to  reflect  any of the events referred to in subparagraphs  (a),
          (b), (c), (d)  or  (e)  of  this  Section)), the Conversion Price
          shall  be  reduced  so  that  the  same  shall  equal  the  price
          determined  by  multiplying  the  Conversion  Price   in   effect
          immediately  prior  to  the effectiveness of the Conversion Price
          reduction contemplated by  this subparagraph (d) by a fraction of
          which the numerator shall be  the  Current Market Price per share
          of  Common  Stock  on  the date fixed for  the  payment  of  such
          distribution less the amount  of  cash  so distributed (excluding
          that  portion  of  such  distribution that does  not  exceed  any
          regular quarterly dividend  payable  solely  in  cash that may be
          established by the Board of Directors in the future  (as adjusted
          to  reflect  any of the events referred to in subparagraphs  (a),
          (b), (c), (d) or (e) of this Section)) applicable to one share of
          Common Stock and  the  denominator  shall  be such Current Market
          Price  per  share  of  Common  Stock,  such reduction  to  become
          effective immediately prior to the opening of business on the day
          following the date fixed for the payment  of  such  distribution;
          PROVIDED, HOWEVER, that in the event the portion of the  cash  so
          distributed  applicable  to one share of Common Stock is equal to
          or greater than the Current  Market  Price  per  share  of Common
          Stock on the record date mentioned above (excluding that  portion
          of  such  distribution that does not exceed any regular quarterly
          dividend payable  solely  in  cash that may be established by the
          Board of Directors in the future  (as  adjusted to reflect any of
          the events referred to in subparagraphs (a), (b), (c), (d) or (e)
          of this Section)), in lieu of the foregoing  adjustment, adequate
          provision  shall  be  made  so  that  each  Holder of  shares  of
          Debentures  shall have the right to receive upon  conversion  the
          amount of cash  such  Holder  would have received had such Holder
          converted each share of the Debentures  immediately  prior to the
          record  date for the distribution of the cash (less that  portion
          of such distribution  that  does not exceed any regular quarterly
          dividend payable solely in cash  that  may  be established by the
          Board of Directors in the future (as adjusted  to  reflect any of
          the events referred to in subparagraphs (a), (b), (c), (d) or (e)
          of   this   Section)).   In  the  event  that  such  dividend  or
          distribution is not so paid  or  made, the Conversion Price shall
          again be adjusted to be the conversion  price which would then be
          in effect if such record date had not been fixed.

     (e)  In case a tender or exchange offer (other  than an odd-lot offer)
          made by the Company or any Subsidiary of the  Company  for all or
          any  portion  of  Common  Stock  shall expire and such tender  or
          exchange offer shall involve the payment  by  the Company or such
          Subsidiary of consideration per share of Common  Stock  having  a
          fair  market  value  (as determined in good faith by the Board of
          Directors, whose determination  shall be conclusive and described
          in a resolution of the Board of Directors)  at the last time (the
          "EXPIRATION TIME") tenders or exchanges may be  made  pursuant to
          such  tender  or  exchange  offer (as it shall have been amended)
          that exceeds 110% of the Current Market Price per share of Common
          Stock on the trading day next succeeding the Expiration Time, the
          Conversion Price shall be reduced  so  that  the same shall equal
          the  price  determined  by  multiplying the Conversion  Price  in
          effect immediately prior to the  effectiveness  of the Conversion
          Price  reduction  contemplated  by  this subparagraph  (e)  by  a
          fraction of which the numerator shall  be the number of shares of
          Common  Stock outstanding (including any  tendered  or  exchanged
          shares) at  the  Expiration Time (including the Purchased Shares)
          (as defined below)  multiplied  by  the  Current Market Price per
          share  of  Common  Stock on the Trading Day next  succeeding  the
          Expiration Time and  the  denominator shall be the sum of (x) the
          fair market value (determined  as  aforesaid)  of  the  aggregate
          consideration payable to stockholders based on the acceptance (up
          to  any  maximum specified in the terms of the tender or exchange
          offer) of  all  shares  validly  tendered  or  exchanged  and not
          withdrawn  as  of  the  Expiration  Time  (the  shares  deemed so
          accepted,  up  to  any  such  maximum,  being  referred to as the
          "PURCHASED SHARES") (excluding that portion of such consideration
          that does not exceed 110% of the Current Market  Price per share)
          and  (y)  the  product  of  the number of shares of Common  Stock
          outstanding (less any Purchased  Shares)  at  the Expiration Time
          and  the Current Market Price per share of Common  Stock  on  the
          trading  day  next succeeding the Expiration Time, such reduction
          to become effective  immediately prior to the opening of business
          on the day following the  Expiration Time. In the event that such
          tender or exchange offer is  not  so  made,  the Conversion Price
          shall  again be adjusted to be the Conversion Price  which  would
          then be in effect if such record date had not been fixed.

     (f)  The Company  shall have the right to reduce from time to time the
          Conversion Price  by  any  amount selected by the Company for any
          period of at least 30 days,  PROVIDED, that Company shall give at
          least 15 days' written notice  of  such  reduction to the Trustee
          and the Property Trustee. The Company may,  at  its  option, make
          such reductions in the Conversion Price, in addition to those set
          forth  above in Section 13.4(a), as the Board of Directors  deems
          advisable  to  avoid  or  diminish  any  income tax to holders of
          Common Stock resulting from any dividend or distribution of stock
          (or rights to acquire stock) or from any event  treated  as  such
          for United States Federal income tax purposes.

     (g)  Notwithstanding anything to the contrary in this Section 13.4, no
          adjustment of the Conversion Price will be made upon the issuance
          of  any  shares  of  Common  Stock  (or securities convertible or
          exchangeable for Common Stock), except  as  specifically provided
          above, including pursuant to any present or future plan providing
          for  the  reinvestment  of  dividends  or  interest   payable  on
          securities  of  the  Company  and  the  investment  of additional
          optional amounts in shares of Common Stock under any  such  plan,
          or  the  issuance  of  any  shares  of Common Stock or options or
          rights to purchase such shares pursuant  to any present or future
          employee benefit plan or program of the Company  or  pursuant  to
          any  option,  warrant,  right,  or  exercisable,  exchangeable or
          convertible security which does not constitute an issuance to all
          holders  of Common Stock of rights or warrants entitling  holders
          of such rights  or  warrants  to subscribe for or purchase Common
          Stock  at  less  than the Current  Market  Price.  Further,  such
          issuances shall not be deemed to constitute an issuance of Common
          Stock or exercisable,  exchangeable  or convertible securities by
          the Company to which any of the adjustment  provisions  described
          above   applies.  There  shall  also  be  no  adjustment  of  the
          Conversion  Price  in  case  of  the  issuance  of  any stock (or
          securities  convertible  into or exchangeable for stock)  of  the
          Company except as specifically  described  in this Article 13. No
          adjustment in the  Conversion Price will be  required unless such
          adjustment would require an increase or decrease  of  at least 1%
          of the Conversion Price, but any adjustment that would  otherwise
          be  required  to be made shall be carried forward and taken  into
          account in a subsequent adjustment.

     (h)  If any action would  require  adjustment  of the Conversion Price
          pursuant to more than one of the provisions described above, only
          one  adjustment shall be made and such adjustment  shall  be  the
          amount  of  adjustment that has the highest absolute value to the
          Holder of the Debentures.

     SECTION 13.5 FUNDAMENTAL CHANGE.

     (a)  In the event  that  the  Company  is  a  party to any transaction
          (including, without limitation, a merger other than a merger that
          does  not result in a reclassification, conversion,  exchange  or
          cancellation  of  Common  Stock),  consolidation,  sale of all or
          substantially  all of the assets of the Company, recapitalization
          or reclassification  of  Common Stock (other than a change in par
          value, or from par value to no par value, or from no par value to
          par  value or as a result of  a  subdivision  or  combination  of
          Common  Stock)  or  any  compulsory  share  exchange (each of the
          foregoing being referred to as a "TRANSACTION"), in each case, as
          a result of which shares of Common Stock shall  be converted into
          the right to receive, or shall be exchanged for,  (i) in the case
          of  any Transaction other than a Transaction involving  a  Common
          Stock  Fundamental  Change  (and  subject  to funds being legally
          available for such purpose under applicable  law  and the time of
          such  conversion),  securities,  cash  or  other  property,  each
          Debenture shall thereafter be convertible into the  kind  and, in
          the  case  of  a Transaction which does not involve a Fundamental
          Change, amount of  securities, cash and other property receivable
          upon the consummation  of  such  Transaction  by a holder of that
          number  of  shares  of  Common  Stock into which a Debenture  was
          convertible immediately prior to such Transaction, or (ii) in the
          case  of  a  Transaction  involving a  Common  Stock  Fundamental
          Change,  common  stock,  each   Debenture   shall  thereafter  be
          convertible (in the manner described herein) into common stock of
          the kind received by holders of Common Stock  (but  in  each case
          after giving effect to any adjustment discussed in paragraphs (b)
          and  (c)  relating  to  a  Fundamental Change if such Transaction
          constitutes a Fundamental Change).  The  holders of Debentures or
          Preferred Securities will have no voting rights  with  respect to
          any Transaction.

     (b)  If  any  Fundamental Change occurs, then the Conversion Price  in
          effect will be adjusted immediately after such Fundamental Change
          as described in paragraph (c) below. In addition, in the event of
          a  Common Stock  Fundamental  Change,  each  Debenture  shall  be
          convertible  solely  into  common  stock  of the kind received by
          holders  of  Common  Stock  as  a  result  of such  Common  Stock
          Fundamental Change.

     (c)  The Conversion Price in the case of any Transaction  involving  a
          Fundamental  Change  will  be  adjusted  immediately  after  such
          Fundamental Change:

          (i)  in   the   case  of  a  Non-Stock  Fundamental  Change,  the
               Conversion Price of the Debentures will thereupon become the
               lower of (A)  the  Conversion  Price  in  effect immediately
               prior to such Non-Stock Fundamental Change, but after giving
               effect to any other prior adjustments effected  pursuant  to
               the  preceding  paragraphs,  and  (B) the result obtained by
               multiplying the greater of the Applicable Price or  the then
               applicable Reference Market Price by a fraction of which the
               numerator will be $10 and the denominator  will  be  (x) the
               amount  of  the  Redemption  Price  for one Debenture if the
               Redemption Date were the date of such  Non-Stock Fundamental
               Change plus (y) any then-accrued and unpaid  interest on one
               Debenture; and

          (ii) in  the  case  of  a  Common  Stock Fundamental Change,  the
               Conversion  Price of the Debentures  in  effect  immediately
               prior to such  Common  Stock  Fundamental  Change, but after
               giving  effect  to  any  other  prior  adjustments  effected
               pursuant  to  the  preceding paragraphs, will  thereupon  be
               adjusted by multiplying  such Conversion Price by a fraction
               of which the numerator will be the Purchaser Stock Price and
               the  denominator  will be the  Applicable  Price;  PROVIDED,
               HOWEVER, that in the  event  of  a  Common Stock Fundamental
               Change in which (A) 100% of  the value  of the consideration
               received by a holder of common stock is common  stock of the
               successor, acquiror, or other third party (and cash, if any,
               is  paid  only  with respect to any fractional interests  in
               such  common  stock   resulting   from   such  Common  Stock
               Fundamental Change) and (B) all of common  stock  will  have
               been  exchanged  for, converted into, or acquired for common
               stock (and cash with respect to fractional interests) of the
               successor, acquiror,  or  other  third party, the Conversion
               Price of the Debentures in effect  immediately prior to such
               Common Stock Fundamental Change will  thereupon  be adjusted
               by  multiplying such Conversion Price by a fraction of which
               the  numerator will be one and the denominator will  be  the
               number of shares of common stock of the successor, acquiror,
               or other  third  party  received by a holder of one share of
               common stock as a result  of  such  Common Stock Fundamental
               Change.

     SECTION 13.6 NOTICE OF ADJUSTMENTS OF CONVERSION  PRICE.  Whenever the
Conversion Price is adjusted as herein provided:

     (a)  the Company shall compute the adjusted conversion price and shall
          prepare  a  certificate signed by the Chief Financial Officer  or
          the  Treasurer   of   the  Company  setting  forth  the  adjusted
          conversion price and showing  in reasonable detail the facts upon
          which  such  adjustment  is based,  and  such  certificate  shall
          forthwith be filed with the Trustee, the Conversion Agent and the
          transfer agent for the Preferred  Securities  and the Debentures;
          and

     (b)  a  notice  stating  the  Conversion Price has been  adjusted  and
          setting forth the adjusted  Conversion  Price  shall  as  soon as
          practicable  be  mailed  by the Company to all record holders  of
          Preferred Securities and the  Debentures  at their last addresses
          as they appear upon the stock transfer books  of  the Company and
          the Trust and the Securities Registrar.

     SECTION 13.7 PRIOR NOTICE OF CERTAIN EVENTS. In case:

     (a)  the  Company  shall  (i)  declare  any  dividend  (or  any  other
          distribution)  on  its  Common  Stock,  other than (A) a dividend
          payable in shares of Common Stock or (B)  a  dividend  payable in
          cash  that  would  not  require an adjustment pursuant to Section
          13.4(c) or (d) or (ii) authorize  a tender or exchange offer that
          would require an adjustment pursuant to Section 13.4(e);

     (b)  the Company shall authorize the granting to all holders of Common
          Stock  of rights or warrants to subscribe  for  or  purchase  any
          shares of  stock of any class or series or of any other rights or
          warrants;

     (c)  of any reclassification of Common Stock (other than a subdivision
          or combination  of  the  outstanding Common Stock, or a change in
          par value, or from par value  to  no  par  value,  or from no par
          value to par value), or of any consolidation or merger  to  which
          the Company is a party and for which approval of stockholders  of
          the  Company shall be required, or of the sale or transfer of all
          or substantially  all  of  the  assets  of  the Company or of any
          compulsory share exchange whereby Common Stock  is converted into
          other securities, cash or other property; or

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

     then the Company shall (A) if any Preferred Securities are outstanding
     under the Trust Agreement, cause to be filed  with  the transfer agent
     for  the  Preferred  Securities, and shall cause to be mailed  to  the
     holders of record of the Preferred Securities, at their last addresses
     as they shall appear upon the stock transfer books of the Trust or (B)
     shall cause to be mailed  to  all  Holders  at their last addresses as
     they shall appear in the Security Register, at  least 15 days prior to
     the  applicable  record  or  effective date hereinafter  specified,  a
     notice stating (x) the date on  which a record (if any) is to be taken
     for the purpose of such dividend, distribution, rights or warrants or,
     if a record is not to be taken, the  date  as  of which the holders of
     Common Stock of record to be entitled to such dividend,  distribution,
     rights or warrants are to be determined or (y) the date on  which such
     reclassification,   consolidation,   merger,   sale,  transfer,  share
     exchange, dissolution, liquidation or winding up is expected to become
     effective,  and the date as of which it is expected  that  holders  of
     Common Stock  of  record shall be entitled to exchange their shares of
     Common Stock for securities,  cash  or other property deliverable upon
     such reclassification, consolidation,  merger,  sale,  transfer, share
     exchange,  dissolution, liquidation or winding up (but no  failure  to
     mail such notice or any defect therein or in the mailing thereof shall
     affect the validity  of  the corporate action required to be specified
     in such notice).

     SECTION 13.8 CERTAIN ADDITIONAL  RIGHTS. In case the Company shall, by
dividend or otherwise, declare or make  a  distribution on its Common Stock
referred to in Section 13.4(c) or 13.4(d) (including,  without  limitation,
dividends  or  distributions  referred  to  in the last sentence of Section
13.4(c)),  the  Holders  of  the Debentures, upon  the  conversion  thereof
subsequent to the close of business on the date fixed for the determination
of stockholders entitled to receive  such  distribution  and  prior  to the
effectiveness  of  the  Conversion  Price  adjustment  in  respect  of such
distribution,  shall  also  be entitled to receive for each share of Common
Stock into which the Debentures are converted, the portion of the shares of
Common  Stock,  rights, warrants,  evidences  of  indebtedness,  shares  of
capital stock, cash  and  assets  so distributed applicable to one share of
Common Stock; PROVIDED, HOWEVER, that,  at  the  election  of  the  Company
(whose  election  shall  be  evidenced  by  a  resolution  of  the Board of
Directors) with respect to all Holders so converting, the Company  may,  in
lieu  of  distributing  to such Holder any portion of such distribution not
consisting of cash or securities  of the Company, pay such Holder an amount
in cash equal to the fair market value thereof (as determined in good faith
by  the Board of Directors, whose determination  shall  be  conclusive  and
described  in a resolution of the Board of Directors). If any conversion of
Debentures described  in the immediately preceding sentence occurs prior to
the payment date for a  distribution  to  holders of Common Stock which the
Holder of Debentures so converted is entitled to receive in accordance with
the immediately preceding sentence, the Company may elect (such election to
be evidenced by a resolution of the Board of  Directors)  to  distribute to
such  Holder  a due bill for the shares of Common Stock, rights,  warrants,
evidences of indebtedness, shares of capital stock, cash or assets to which
such Holder is  so  entitled,  PROVIDED,  that  such due bill (i) meets any
applicable requirements of the principal national  securities  exchange  or
other market on which Common Stock is then traded and (ii) requires payment
or  delivery of such shares of Common Stock, rights, warrants, evidences of
indebtedness,  shares  of  capital  stock, cash or assets no later than the
date of payment or delivery thereof to  holders  of  shares of Common Stock
receiving such distribution.

     SECTION 13.9 RESTRICTIONS ON COMMON STOCK ISSUABLE UPON CONVERSION.

     (a)  Shares  of  Common  Stock  to  be  issued  upon conversion  of  a
          Debenture  in  respect of Preferred Securities  shall  bear  such
          restrictive legends as the Company may provide in accordance with
          applicable law.

     (b)  If shares of Common  Stock  to  be  issued  upon  conversion of a
          Debenture in respect of Preferred Securities are to be registered
          in  a  name  other  than  that  of  the  Holder of such Preferred
          Security,  then the Person in whose name such  shares  of  Common
          Stock are to be registered must deliver to the Conversion Agent a
          certificate  satisfactory  to  the  Company  and  signed  by such
          Person,  as  to  compliance  with  the  restrictions  on transfer
          applicable  to  such Preferred Security. Neither the Trustee  nor
          any Conversion Agent  or  Registrar shall be required to register
          in a name other than that of  the  Holder  shares of Common Stock
          issued upon conversion of any such Debenture  in  respect of such
          Preferred  Securities not so accompanied by a properly  completed
          certificate.

     SECTION 13.10 TRUSTEE NOT RESPONSIBLE FOR DETERMINING CONVERSION PRICE
OR ADJUSTMENTS.

     Neither the Trustee  nor  any  Conversion  Agent  shall at any time be
under any duty or responsibility to any Holder of any Debenture  or  to any
holder  of  a Preferred Security to determine whether any facts exist which
may require any  adjustment of the Conversion Price, or with respect to the
nature or extent of  any  such adjustment when made, or with respect to the
method employed, or herein  or in any supplemental indenture provided to be
employed, in making the same.  Neither the Trustee nor any Conversion Agent
shall be accountable with respect  to the validity or value (or the kind of
account) of any shares of Common Stock  or  of  any securities or property,
which may at any time be issued or delivered upon  the  conversion  of  any
Debenture;  and  neither  the  Trustee  nor  any Conversion gent  makes any
representation with respect thereto. Neither the Trustee nor any Conversion
Agent shall be responsible for any failure of  the Company to make any cash
payment  or to issue, transfer or deliver any shares  of  Common  Stock  or
stock certificates  or  other  securities or property upon the surrender of
any Debenture for the purpose of conversion, or, except as expressly herein
provided, to comply with any of  the  covenants of the Company contained in
Article 10 or this Article 13.


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


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<PAGE>
     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.

                                   MERRY LAND PROPERTIES, INC.


                                   By:_______________________________
                                   Name:____________________________
                                   Title:_____________________________


                                   FIRST UNION NATIONAL BANK,
                                   as Trustee


                                   By:_______________________________
                                   Name:__________________________
                                   Title:___________________________


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