Exhibit 4-a

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                         KEYSPAN GAS EAST CORPORATION,
                                    Issuer


                                      and


                             KEYSPAN CORPORATION,
                                   Guarantor


                           THE CHASE MANHATTAN BANK,
                                    Trustee


                               _________________

                                   INDENTURE

                         Dated as of December 1, 1999

                               _________________



                          Guaranteed Debt Securities



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<PAGE>

                         KEYSPAN GAS EAST CORPORATION
                                      and
                              KEYSPAN CORPORATION

     Reconciliation and tie showing the location in the Indenture dated as of
December 1, 1999 of the provisions inserted pursuant to Sections 310 to
318(a), inclusive, of the Trust Indenture Act of 1939.

Trust Indenture Act Section                                  Indenture Section

Section 310 (a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . .  609
            (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .  609
            (a)(3)  . . . . . . . . . . . . . . . . . . . . . . Not Applicable
            (a)(4)  . . . . . . . . . . . . . . . . . . . . . . Not Applicable
            (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  608
                        . . . . . . . . . . . . . . . . . . . . . . . . 610(d)
            (c)   . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 311 (a) . . . . . . . . . . . . . . . . . . . . . .  613(a) and 613(c)
            (b)   . . . . . . . . . . . . . . . . . . . . .  613(b) and 613(c)
            (c)   . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  701
                        . . . . . . . . . . . . . . . . . . . . . . . . 702(a)
            (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(b)
            (c)   . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(c)
Section 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
            (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(b)
            (c)   . . . . . . . . . . . . . . . . . . . . .  703(a) and 703(b)
            (d)   . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(d)
Section 314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  704
            (b)   . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
            (c)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  102
            (c)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . .  102
            (c)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .  102
            (c)(3)  . . . . . . . . . . . . . . . . . . . . . . Not Applicable
            (d)   . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
            (e)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  102
Section 315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a)
            (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  602
                        . . . . . . . . . . . . . . . . . . . . . .  703(a)(7)
            (c)   . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(b)
            (d)   . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)
            (d)(1)  . . . . . . . . . . . . . . . . . . . . . . . .  601(a)(1)
            (d)(2)  . . . . . . . . . . . . . . . . . . . . . . . .  601(c)(2)
            (d)(3)  . . . . . . . . . . . . . . . . . . . . . . . .  601(c)(3)
            (e)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  514
Section 316 (a)(1)(A)   . . . . . . . . . . . . . . . . . . . . .  502 and 512
            (a)(1)(B)   . . . . . . . . . . . . . . . . . . . . . . . . .  513
            (a)(2)  . . . . . . . . . . . . . . . . . . . . . . Not Applicable
            (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  508

<PAGE>

Section 317 (a)(1)      . . . . . . . . . . . . . . . . . . . . . . . . .  503
            (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .  504
            (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003
Section 318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  107
_________________

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

<PAGE>

                               TABLE OF CONTENTS

                                                                          Page

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1


ARTICLE I       Definitions and Other Provisions of General Application . . . 2

Section 101.    Definitions  . . . . . . . . . . . . . . . . . . . . . . . .  2
                Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
                Affiliate  . . . . . . . . . . . . . . . . . . . . . . . . .  2
                Authenticating Agent   . . . . . . . . . . . . . . . . . . .  2
                Authorized Newspapers  . . . . . . . . . . . . . . . . . . .  3
                Bearer Security  . . . . . . . . . . . . . . . . . . . . . .  3
                Board of Directors   . . . . . . . . . . . . . . . . . . . .  3
                Board Resolution   . . . . . . . . . . . . . . . . . . . . .  3
                Business Day   . . . . . . . . . . . . . . . . . . . . . . .  3
                Certificate of a Firm of Independent Public Accountants . . . 3
                Code  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                Commission  . . . . . . . . . . . . . . . . . . . . . . . . . 4
                Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                Company Request" and "Company Order" and "Guarantor
                Request" and "Guarantor Order   . . . . . . . . . . . . . . . 4
                Component Currency   . . . . . . . . . . . . . . . . . . . .  4
                Conversion Event   . . . . . . . . . . . . . . . . . . . . .  4
                Corporate Trust Office   . . . . . . . . . . . . . . . . . .  4
                corporation  . . . . . . . . . . . . . . . . . . . . . . . .  5
                coupon   . . . . . . . . . . . . . . . . . . . . . . . . . .  5
                Currency Determination Agent   . . . . . . . . . . . . . . .  5
                Defaulted Interest   . . . . . . . . . . . . . . . . . . . .  5
                Depositary   . . . . . . . . . . . . . . . . . . . . . . . .  5
                Determination Notice   . . . . . . . . . . . . . . . . . . .  5
                Dollars  . . . . . . . . . . . . . . . . . . . . . . . . . .  5
                Election Date  . . . . . . . . . . . . . . . . . . . . . . .  5
                Euro-clear   . . . . . . . . . . . . . . . . . . . . . . . .  5
                Event of Default   . . . . . . . . . . . . . . . . . . . . .  5
                Exchange Act   . . . . . . . . . . . . . . . . . . . . . . .  5
                Exchange Date  . . . . . . . . . . . . . . . . . . . . . . .  5
                Foreign Currency   . . . . . . . . . . . . . . . . . . . . .  6
                Global Exchange Agent  . . . . . . . . . . . . . . . . . . .  6
                Global Securities  . . . . . . . . . . . . . . . . . . . . .  6
                Government Obligations   . . . . . . . . . . . . . . . . . .  6
                Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . .  6
                Guarantor  . . . . . . . . . . . . . . . . . . . . . . . . .  6
                Holder   . . . . . . . . . . . . . . . . . . . . . . . . . .  6

                                       i

<PAGE>

                Indenture  . . . . . . . . . . . . . . . . . . . . . . . . .  6
                Indexed Security   . . . . . . . . . . . . . . . . . . . . .  7
                interest   . . . . . . . . . . . . . . . . . . . . . . . . .  7
                Interest Payment Date  . . . . . . . . . . . . . . . . . . .  7
                Judgment Date  . . . . . . . . . . . . . . . . . . . . . . .  7
                LIBOR  . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
                LIBOR Currency   . . . . . . . . . . . . . . . . . . . . . .  7
                LIBOR Security   . . . . . . . . . . . . . . . . . . . . . .  7
                London Business Day  . . . . . . . . . . . . . . . . . . . .  7
                Market Exchange Rate   . . . . . . . . . . . . . . . . . . .  7
                Maturity   . . . . . . . . . . . . . . . . . . . . . . . . .  7
                Notice of Default  . . . . . . . . . . . . . . . . . . . . .  8
                Officers' Certificate  . . . . . . . . . . . . . . . . . . .  8
                Opinion of Counsel   . . . . . . . . . . . . . . . . . . . .  8
                Outstanding  . . . . . . . . . . . . . . . . . . . . . . . .  8
                Paying Agent   . . . . . . . . . . . . . . . . . . . . . . .  9
                Person   . . . . . . . . . . . . . . . . . . . . . . . . . .  9
                Place of Payment   . . . . . . . . . . . . . . . . . . . . .  9
                Predecessor Security   . . . . . . . . . . . . . . . . . . . 10
                Principal Financial Center   . . . . . . . . . . . . . . . . 10
                Redemption Date  . . . . . . . . . . . . . . . . . . . . . . 10
                Redemption Price   . . . . . . . . . . . . . . . . . . . . . 10
                Registered Security  . . . . . . . . . . . . . . . . . . . . 10
                Regular Record Date  . . . . . . . . . . . . . . . . . . . . 10
                Responsible Officer  . . . . . . . . . . . . . . . . . . . . 10
                Securities   . . . . . . . . . . . . . . . . . . . . . . . . 10
                Security Register  . . . . . . . . . . . . . . . . . . . . . 11
                series   . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                Special Record Date  . . . . . . . . . . . . . . . . . . . . 11
                Stated Maturity  . . . . . . . . . . . . . . . . . . . . . . 11
                Stock Exchange   . . . . . . . . . . . . . . . . . . . . . . 11
                Substitute Date  . . . . . . . . . . . . . . . . . . . . . . 11
                Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                Trust Indenture Act  . . . . . . . . . . . . . . . . . . . . 11
                United States  . . . . . . . . . . . . . . . . . . . . . . . 12
                United States Alien  . . . . . . . . . . . . . . . . . . . . 12
                Yield to Maturity  . . . . . . . . . . . . . . . . . . . . . 12
Section 102.    Compliance Certificates and Opinions   . . . . . . . . . . . 12
Section 103.    Form of Documents Delivered to Trustee   . . . . . . . . . . 13
Section 104.    Acts of Holders  . . . . . . . . . . . . . . . . . . . . . . 13
Section 105.    Notices, Etc., to Trustee, Company and Guarantor   . . . . . 16
Section 106.    Notice to Holders; Waiver  . . . . . . . . . . . . . . . . . 16
Section 107.    Conflict with Trust Indenture Act  . . . . . . . . . . . . . 17
Section 108.    Effect of Headings and Table of Contents   . . . . . . . . . 17
Section 109.    Successors and Assigns   . . . . . . . . . . . . . . . . . . 18
Section 110.    Separability Clause  . . . . . . . . . . . . . . . . . . . . 18
Section 111.    Benefits of Indenture  . . . . . . . . . . . . . . . . . . . 18

                                      ii

<PAGE>

Section 112.    Governing Law  . . . . . . . . . . . . . . . . . . . . . . . 18
Section 113.    Non-Business Day   . . . . . . . . . . . . . . . . . . . . . 18
Section 114.    Immunity of Incorporators, Stockholders, Officers and
                  Directors  . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 115.    Certain Matters Relating to Currencies   . . . . . . . . . . 19
Section 116.    Language of Notices, Etc   . . . . . . . . . . . . . . . . . 20


ARTICLE II      Security Forms   . . . . . . . . . . . . . . . . . . . . . . 20

Section 201.    Forms of Securities  . . . . . . . . . . . . . . . . . . . . 20
Section 202.    Forms of Guarantees  . . . . . . . . . . . . . . . . . . . . 21
Section 203.    Form of Trustee's Certificate of Authentication  . . . . . . 21
Section 204.    Securities in Global Form  . . . . . . . . . . . . . . . . . 21

ARTICLE III     The Securities   . . . . . . . . . . . . . . . . . . . . . . 22

Section 301.    Title; Payment and Terms   . . . . . . . . . . . . . . . . . 22
Section 302.    Denominations and Currencies   . . . . . . . . . . . . . . . 27
Section 303.    Execution, Authentication, Delivery and Dating   . . . . . . 29
Section 304.    Temporary Securities and Exchange of Securities  . . . . . . 29
Section 305.    Registration, Registration of Transfer and Exchange  . . . . 33
Section 306.    Mutilated, Destroyed, Lost and Stolen Securities and
                  Coupons. . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 307.    Payment of Interest; Interest Rights Preserved   . . . . . . 39
Section 308.    Persons Deemed Owners  . . . . . . . . . . . . . . . . . . . 41
Section 309.    Cancellation   . . . . . . . . . . . . . . . . . . . . . . . 41
Section 310.    Computation of Interest  . . . . . . . . . . . . . . . . . . 42
Section 311.    Currency and Manner of Payments in Respect of Securities . . 42
Section 312.    Appointment and Resignation of Currency Determination
                  Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE IV      Satisfaction and Discharge   . . . . . . . . . . . . . . . . 46

Section 401.    Option to Effect Legal Defeasance or Covenant Defeasance . . 46
Section 402.    Legal Defeasance and Discharge   . . . . . . . . . . . . . . 46
Section 403.    Covenant Defeasance  . . . . . . . . . . . . . . . . . . . . 47
Section 404.    Conditions to Legal or Covenant Defeasance   . . . . . . . . 48
Section 405.    Satisfaction and Discharge of Indenture  . . . . . . . . . . 49
Section 406.    Survival of Certain Obligations  . . . . . . . . . . . . . . 50
Section 407.    Acknowledgment of Discharge by Trustee   . . . . . . . . . . 51
Section 408.    Application of Trust Moneys  . . . . . . . . . . . . . . . . 51
Section 409.    Repayment to the Company or the Guarantor; Unclaimed
                  Money. . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 410.    Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE V       Remedies   . . . . . . . . . . . . . . . . . . . . . . . . . 53

                                      iii

<PAGE>

Section 501.    Events of Default  . . . . . . . . . . . . . . . . . . . . . 53
Section 502.    Acceleration of Maturity; Rescission and Annulment   . . . . 54
Section 503.    Collection of Indebtedness and Suits for Enforcement by
                  Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 504.    Trustee May File Proofs of Claim   . . . . . . . . . . . . . 57
Section 505.    Trustee May Enforce Claims Without Possession of
                  Securities or Coupons. . . . . . . . . . . . . . . . . . . 58
Section 506.    Application of Money Collected   . . . . . . . . . . . . . . 59
Section 507.    Limitation on Suits  . . . . . . . . . . . . . . . . . . . . 59
Section 508.    Unconditional Right of Holders to Receive Principal (and
                  Premium, if any) and Interest, if any. . . . . . . . . . . 60
Section 509.    Restoration of Rights and Remedies   . . . . . . . . . . . . 60
Section 510.    Rights and Remedies Cumulative   . . . . . . . . . . . . . . 61
Section 511.    Delay or Omission Not Waiver   . . . . . . . . . . . . . . . 61
Section 512.    Control by Holders   . . . . . . . . . . . . . . . . . . . . 61
Section 513.    Waiver of Past Defaults  . . . . . . . . . . . . . . . . . . 62
Section 514.    Undertaking for Costs  . . . . . . . . . . . . . . . . . . . 62
Section 515.    Waiver of Stay or Extension Laws   . . . . . . . . . . . . . 62
Section 516.    Judgment Currency  . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE VI      The Trustee  . . . . . . . . . . . . . . . . . . . . . . . . 64

Section 601.    Certain Duties and Responsibilities  . . . . . . . . . . . . 64
Section 602.    Notice of Defaults   . . . . . . . . . . . . . . . . . . . . 65
Section 603.    Certain Rights of Trustee  . . . . . . . . . . . . . . . . . 66
Section 604.    Not Responsible for Recitals or Issuance of Securities . . . 67
Section 605.    May Hold Securities  . . . . . . . . . . . . . . . . . . . . 67
Section 606.    Money Held in Trust  . . . . . . . . . . . . . . . . . . . . 67
Section 607.    Compensation and Reimbursement   . . . . . . . . . . . . . . 67
Section 608.    Disqualification; Conflicting Interests  . . . . . . . . . . 68
Section 609.    Corporate Trustee Required; Different Trustees for
                  Different Series; Eligibility  . . . . . . . . . . . . . . 68
Section 610.    Resignation and Removal; Appointment of Successor  . . . . . 68
Section 611.    Acceptance of Appointment by Successor   . . . . . . . . . . 71
Section 612.    Merger, Conversion, Consolidation or Succession to
                  Business   . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 613.    Preferential Collection of Claims Against Company  . . . . . 72
Section 614.    Authenticating Agents  . . . . . . . . . . . . . . . . . . . 72

ARTICLE VII     Holders' Lists and Reports by Trustee, Company and Guarantor 74

Section 701.    Company and Guarantor to Furnish Trustee Names and
                  Addresses of Holders  . . . . . . . . . . . . . . . . . . .74
Section 702.    Preservation of Information; Communications to Holders . . . 75
Section 703.    Reports by Trustee   . . . . . . . . . . . . . . . . . . . . 76
Section 704.    Reports by Company and the Guarantor   . . . . . . . . . . . 77


                                      iv

<PAGE>

ARTICLE VIII    Consolidation, Merger, Conveyance or Transfer  . . . . . . . 78

Section 801.    Company or Guarantor May Consolidate, Etc., Only on
                  Certain Terms  . . . . . . . . . . . . . . . . . . . . . . 78
Section 802.    Successor Corporation Substituted  . . . . . . . . . . . . . 79

ARTICLE IX      Supplemental Indentures  . . . . . . . . . . . . . . . . . . 79

Section 901.    Supplemental Indentures Without Consent of Holders   . . . . 79
Section 902.    Supplemental Indentures With Consent of Holders  . . . . . . 81
Section 903.    Execution of Supplemental Indentures   . . . . . . . . . . . 83
Section 904.    Effect of Supplemental Indentures  . . . . . . . . . . . . . 83
Section 905.    Conformity With Trust Indenture Act  . . . . . . . . . . . . 83
Section 906.    Reference in Securities to Supplemental Indentures   . . . . 83

ARTICLE X       Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . 84

Section 1001.   Payment of Principal (and Premium, if any) and Interest,
                  if any . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 1002.   Maintenance of Office or Agency  . . . . . . . . . . . . . . 84
Section 1003.   Money for Securities Payments To Be Held in Trust  . . . . . 86
Section 1004.   Payment of Taxes and Other Claims  . . . . . . . . . . . . . 87
Section 1005.   Statements as to Compliance  . . . . . . . . . . . . . . . . 88
Section 1006.   Corporate Existence  . . . . . . . . . . . . . . . . . . . . 88
Section 1007.   Lien on Assets   . . . . . . . . . . . . . . . . . . . . . . 88
Section 1008.   Waiver of Certain Covenants  . . . . . . . . . . . . . . . . 89
Section 1009.   Payment of Additional Amounts  . . . . . . . . . . . . . . . 90

ARTICLE XI      Redemption of Securities   . . . . . . . . . . . . . . . . . 93

Section 1101.   Applicability of This Article  . . . . . . . . . . . . . . . 93
Section 1102.   Election to Redeem; Notice to Trustee  . . . . . . . . . . . 93
Section 1103.   Selection by Trustee of Securities to Be Redeemed  . . . . . 93
Section 1104.   Notice of Redemption   . . . . . . . . . . . . . . . . . . . 94
Section 1105.   Deposit of Redemption Price  . . . . . . . . . . . . . . . . 95
Section 1106.   Securities Payable on Redemption Date  . . . . . . . . . . . 95
Section 1107.   Securities Redeemed in Part  . . . . . . . . . . . . . . . . 96
Section 1108.   Tax Redemption; Special Tax Redemption   . . . . . . . . . . 97

ARTICLE XII     Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . 100

Section 1201.   Applicability of This Article . . . . . . . . . . . . . . . 100
Section 1202.   Satisfaction of Sinking Fund Payments With Securities . . . 101
Section 1203.   Redemption of Securities for Sinking Fund . . . . . . . . . 101

ARTICLE XIII    Meetings of Holders of Securities . . . . . . . . . . . . . 102


                                       v

<PAGE>

Section 1301.   Purposes for Which Meetings May Be Called . . . . . . . . . 102
Section 1302.   Call, Notice and Place of Meetings  . . . . . . . . . . . . 102
Section 1303.   Persons Entitled to Vote at Meetings  . . . . . . . . . . . 102
Section 1304.   Quorum; Action  . . . . . . . . . . . . . . . . . . . . . . 103
Section 1305.   Determination of Voting Rights; Conduct and Adjournment of
                  Meetings. . . . . . . . . . . . . . . . . . . . . . . . . 104
Section 1306.   Counting Votes and Recording Action of Meetings . . . . . . 105

ARTICLE XIV     Guarantees  . . . . . . . . . . . . . . . . . . . . . . . . 105

Section 1401.   Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 1402.   Execution and Delivery of Guarantees  . . . . . . . . . . . 107



EXHIBITS

EXHIBIT A.  Form of Certificate To Be Delivered to Euro-clear or Cedelbank by
            a Beneficial Owner of Securities, in Order to Receive a
            Definitive Bearer Security in Exchange for an Interest in a
            Temporary Global Security or to Exchange an Interest in a
            Temporary Global Security for an Interest in a Permanent Global
            Security.

EXHIBIT B.  Form of Certificate To Be Given to the Appropriate Trustee by
            Euro-clear or Cedelbank Regarding the Exchange of a Temporary
            Global Security for Definitive Securities or for a Portion of a
            Permanent Global Security.

EXHIBIT C.  Form of Certificate To Be Delivered to Euro-clear or Cedelbank by
            a Beneficial Owner of Securities, in Order to Receive Payment on
            a Temporary Global Security.

EXHIBIT D.  Form of Certificate To Be Given to the Appropriate Trustee by
            Euro-clear or Cedelbank Regarding Payment on a Temporary  Global
            Security.












                                      vi

<PAGE>

     INDENTURE dated as of December 1, 1999, between KEYSPAN GAS EAST
CORPORATION, doing business as Brooklyn Union of Long Island, a corporation
duly incorporated and existing under the laws of New York and having its
principal office at 175 East Old Country Road, Hicksville, New York 11801
(hereinafter called the "Company"), KEYSPAN CORPORATION, doing business as
KeySpan Energy, a corporation duly incorporated and existing under the laws
of New York and having its principal executive office at One MetroTech
Center, Brooklyn, New York 11201 (hereinafter called "the Guarantor") and THE
CHASE MANHATTAN BANK, a corporation organized and existing under the laws of
the State of New York, as Trustee (hereinafter called the "Trustee").


                            RECITALS OF THE COMPANY

     The Company deems it necessary to issue from time to time for its lawful
purposes securities (hereinafter called the "Securities") evidencing its
unsecured indebtedness and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the
Securities, unlimited as to principal amount, to have such titles, to bear
such rates of interest, to mature at such time or times and to have such
other provisions as shall be fixed as hereinafter provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done, and the Company
proposes to do all things necessary to make the Securities, when executed by
the Company and authenticated and delivered by the Trustee hereunder and duly
issued by the Company, the valid obligations of the Company as hereinafter
provided.


                           RECITALS OF THE GUARANTOR

     The Guarantor desires to make the Guarantees provided for herein.

     All things necessary to make this Indenture a valid agreement of the
Guarantor, in accordance with its terms, have been done and the Guarantor
will do all things necessary to make the Guarantees, when executed by the
Guarantor and endorsed on the Securities authenticated and delivered
hereunder, the valid obligations of the Guarantor as hereinafter provided.


                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

<PAGE>

                                   ARTICLE I

            Definitions and Other Provisions of General Application

Section 101.  Definitions.

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

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

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

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

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

     Certain terms, used principally in Article Three and Article Six, are
defined in those Articles.

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

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

     "Authenticating Agent" means any Person authorized to authenticate and
deliver Securities on behalf of the Trustee for the Securities of any series
pursuant to Section 614.

                                      -2-

<PAGE>

     "Authorized Newspapers" means a newspaper customarily published at least
once a day for at least five days in each calendar week and of general
circulation in New York City and in London and, to the extent the Securities
are listed on the Stock Exchange and the Stock Exchange shall so require, in
Luxembourg or, if it shall be impracticable in the opinion of the Trustee for
the Securities of the appropriate series to make such publication, in another
capital city in Western Europe. Such publication (which may be in different
newspapers) is expected to be made in the Eastern edition of The Wall Street
Journal, in the London edition of the Financial Times and in the Luxemburger
Wort.

     "Bearer Security" means any Security established pursuant to Section 201
which is payable to bearer.

     "Board of Directors", when used with reference to the Company or the
Guarantor, means either the board of directors or any duly authorized
committee of that board or any director or directors and/or officer or
officers to whom that board or committee shall have duly delegated its
authority, of the Company or the Guarantor, as the case may be.

     "Board Resolution", when used with reference to the Company or the
Guarantor, means (1) a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company or the Guarantor, as the case may be, to
have been duly adopted by its Board of Directors and to be in full force and
effect on the date of such certification, or (2) a certificate signed by the
director or directors or officer or officers to whom the Board of Directors
of the Company or the Guarantor shall have duly delegated its authority, and
delivered to the Trustee for the Securities of any series.

     "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New
York; provided, however, that, with respect to Securities not denominated in
Dollars, the day is also not a day on which commercial banks are authorized
or required by law, regulation or executive order to close in the Principal
Financial Center of the country issuing the Foreign Currency or currency unit
or, if the Foreign Currency or currency unit is euro, the day is also a day
on which the Trans-European Automated Real-time Gross Settlement Express
Transfer (TARGET) System is open; provided, further, that, with respect to
LIBOR Securities, the day is also a London Business Day.

     "Certificate of a Firm of Independent Public Accountants" means a
certificate signed by any firm of independent public accountants of
recognized standing selected by the Company. The term "independent" when used
with respect to any specified firm of public accountants means such a firm
which (1) is in fact independent, (2) does not have any direct financial
interest or any material indirect financial interest in the Company, the

                                      -3-

<PAGE>

Guarantor or in any other obligor upon the Securities of any series or in any
affiliate of the Company, the Guarantor or of such other obligor, and (3) is
not connected with the Company, the Guarantor or such other obligor or any
affiliate of the Company, the Guarantor or of such other obligor, as an
officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions, but such firm may be the regular
auditors employed by the Company and the Guarantor.  Whenever it is herein
provided that any Certificate of a Firm of Independent Public Accountants
shall be furnished to the Trustee for Securities of any series, such
Certificate shall state that the signer has read this definition and that the
signer is independent within the meaning hereof.

     "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

     "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or if at any time after
the execution 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.

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

     "Company Request" and "Company Order" and "Guarantor Request" and
"Guarantor Order" mean a written request or order signed in the name of the
Company or the Guarantor, as the case may be by (1) the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President and by
the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company or the
Guarantor, as the case may be, or (2) by any two Persons designated in a
Company Order or Guarantor Order previously delivered to the Trustee for
Securities of any series by any two of the foregoing officers and delivered
to the Trustee for Securities of any series.

     "Component Currency" has the meaning specified in Section 311(e).

     "Conversion Event" means the unavailability of any Foreign Currency or
currency unit due to the imposition of exchange controls or other
circumstances beyond the Company's control.

     "Corporate Trust Office" means the office of the Trustee for Securities
of any series at which at any particular time its corporate trust business
shall be principally administered, which office of The Chase Manhattan Bank,


                                      -4-

<PAGE>

at the date of the execution of this Indenture, is located at 450 West 33rd
Street, 15th Floor, New York, New York 10001.

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

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

     "Currency Determination Agent", with respect to Securities of any
series, means, unless otherwise specified in the Securities of any series, a
New York Clearing House bank designated pursuant to Section 301 or Section
312.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
Depositary by the Company pursuant to Section 301 until a successor
Depositary shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Depositary" shall mean or include each Person
who is then a Depositary hereunder, and if at any time there is more than one
such Person, "Depositary" as used with respect to the Securities of any such
series shall mean the Depositary with respect to the Securities of that
series.

     "Determination Notice" has the meaning specified in Section 1108(b).

     "Dollars" and the sign "$" mean 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.

     "Election Date" has the meaning specified in Section 311(e).

     "Euro-clear" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor, as operator of the Euro-clear system.

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

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, as
in force at the date as of which this Indenture was executed; provided,
however, that in the event the Securities Exchange Act of 1934 is amended
after such date, "Exchange Act" means, to the extent required by any such
amendment, the Securities Exchange Act of 1934 as so amended.

     "Exchange Date" has the meaning specified in Section 304.



                                      -5-

<PAGE>

     "Foreign Currency" means a currency issued and actively maintained as a
country's recognized unit of domestic exchange by the government of any
country other than the United States and such term shall include the euro.

     "Global Exchange Agent" has the meaning specified in Section 304.

     "Global Securities" means Securities in global form.

     "Government Obligations" means securities which are (i) direct
obligations of the government which issued the currency in which the
Securities of a particular series are payable (except as provided in Sections
311(b) and 311(d), in which case with respect to Securities for which an
election has occurred pursuant to Section 311(b), or a Conversion Event has
occurred as provided in Section 311(d), such obligations shall be issued in
the currency or currency unit in which such Securities are payable as a
result of such election or Conversion Event) or (ii) obligations of a Person
controlled or supervised by or acting as an agency or instrumentality of the
government which issued the currency in which the Securities of such series
are payable (except as provided in Sections 311(b) and 311(d), in which case
with respect to Securities for which an election has occurred pursuant to
Section 311(b), or a Conversion Event has occurred as provided in Section
311(d)), such obligations shall be issued in the currency or currency unit in
which such Securities are payable as a result of such election or Conversion
Event), the payment of which is unconditionally guaranteed by such
government, which, in either case, are full faith and credit obligations of
such government payable in such currency and are not callable or redeemable
at the option of the issuer thereof.

     "Guarantee" means any guarantee of the Guarantor endorsed on a Security
authenticated and delivered pursuant to this Indenture and shall include the
Guarantee set forth in Section 1401.

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

     "Holder", when used with respect to any Security, means in the case of a
Registered Security the Person in whose name a Security (including the
Guarantee endorsed thereon) is registered in the Security Register, and in
the case of a Bearer Security (including the Guarantee endorsed thereon) the
bearer thereof and, when used with respect to any coupon, means any bearer
thereof.

     "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms

                                      -6-

<PAGE>

of a particular series of Securities established as contemplated by Section
301.

     "Indexed Security" means any Security as to which the amount of payments
of principal, premium, if any, and/or interest, if any, due thereon is
determined with reference to the rate of exchange between the currency or
currency unit in which the Security is denominated and any other specified
currency or currency unit, to the relationship between two or more currencies
or currency units, to the price of one or more specified securities or
commodities, to one or more securities or commodities exchange indices or
other indices or by other similar methods or formulas, all as specified in
accordance with Section 301.

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

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

     "Issue Date" means the date on which the Securities of a particular
series are originally issued under this Indenture.

     "Judgment Date" has the meaning specified in Section 516.

     "LIBOR" means, with respect to any series of Securities, the rate
specified as LIBOR for such Securities in accordance with Section 301.

     "LIBOR Currency" means the currency specified pursuant to Section 301 as
to which LIBOR will be calculated or, if no currency is specified pursuant to
Section 301, Dollars.

     "LIBOR Security" means any Security which bears interest at a floating
rate calculated with reference to LIBOR.

     "London Business Day" means, with respect to any LIBOR Security, a day
on which commercial banks are open for business, including dealings in the
LIBOR Currency, in London.

     "Market Exchange Rate" with respect to any Foreign Currency or currency
unit on any date means, unless otherwise specified in accordance with Section
301, the noon buying rate in The City of New York for cable transfers in such
Foreign Currency or currency unit as certified for customs purposes by the
Federal Reserve Bank of New York for such Foreign Currency or currency unit.

     "Maturity", when used with respect to any Security, means the date on
which the principal (or, if the context so requires, in the case of an OID
Security, a lesser amount or, in the case of an Indexed Security, an amount

                                      -7-

<PAGE>

determined in accordance with the specified terms of that Security) of that
Security becomes due and payable as therein or herein provided, whether at
the Stated Maturity or by declaration of acceleration, call for redemption,
request for redemption, repayment at the option of the holder, pursuant to
any sinking fund or otherwise.

     "Notice of Default" has the meaning specified in Section 501(3).

     "Officers' Certificate", when used with reference to the Company or the
Guarantor, means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President (any reference herein to a Vice President of the Company or the
Guarantor, as the case may be, shall be deemed to include any Vice President
of the Company or the Guarantor, as the case may be, whether or not
designated by a number or a word or words added before or after the title
"Vice President"), and by the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary
of the Company or the Guarantor, as the case may be, and delivered to the
Trustee for the Securities of any series.

     "Opinion of Counsel" means, for purposes of Section 1108, a written
opinion of independent legal counsel of recognized standing and, for all
other purposes hereof, means a written opinion of counsel, who may be an
employee of or counsel to the Company or the Guarantor or may be other
counsel satisfactory to the Trustee for the Securities of any series.

     "OID Security" means a Security which provides for an amount (excluding
any amounts attributable to accrued but unpaid interest thereon) less than
the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

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

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

          (2)  Securities or portions thereof for whose payment or redemption
     money in the necessary amount and in the required currency or currency
     unit has been theretofore deposited with the Trustee for such Securities
     or any Paying Agent (other than the Company, the Guarantor or any other
     obligor upon the Securities) in trust or set aside and segregated in
     trust by the Company, the Guarantor or any other obligor upon the
     Securities (if the Company, the Guarantor or any other obligor upon the
     Securities shall act as its own Paying Agent) for the Holders of such
     Securities; provided, however, that, if such Securities or portions

                                      -8-

<PAGE>

     thereof are to be redeemed, notice of such redemption has been duly
     given pursuant to this Indenture, or provision therefor satisfactory to
     such Trustee has been made; and

          (3)  Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been
     authenticated and delivered pursuant to this Indenture, other than any
     such Securities in respect of which there shall have been presented
     proof satisfactory to the Trustee for such Securities that any such
     Securities are held by bona fide holders in due course;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) Securities
owned by the Company, the Guarantor or any other obligor upon the Securities
or any Affiliate of the Company, the Guarantor or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee for such Securities shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which such Trustee knows to be so owned shall be so
disregarded.  Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of
such Trustee the pledgee's right so to act with respect to such Securities
and that the pledgee is not the Company, the Guarantor or any other obligor
upon the Securities or any Affiliate of the Company, the Guarantor or of such
other obligor, (b) the principal amount of an OID Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration pursuant to Section 502 and
(c) the principal amount of a Security denominated in a Foreign Currency or
currency unit that shall be deemed to be outstanding for such purposes shall
be determined in accordance with Section 115.

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

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

     "Place of Payment", when used with respect to the Securities of any
particular series, means the place or places where the principal of (and
premium, if any) and interest, if any, on the Securities of that series are
payable, as contemplated by Section 301.



                                      -9-

<PAGE>

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

     "Principal Financial Center" means, unless otherwise specified in
accordance with Section 301:

     -    the capital city of the country issuing the Foreign Currency or
          currency unit, except that with respect to Dollars, Australian
          dollars, Canadian dollars, Deutsche marks, Dutch guilders, South
          African rand and Swiss francs, the "Principal Financial Center"
          will be The City of New York, Sydney and Melbourne, Toronto,
          Frankfurt, Amsterdam, Johannesburg and Zurich, respectively, or

     -    the capital city of the country to which the LIBOR Currency
          relates, except that with respect to Dollars, Canadian dollars,
          Deutsche marks, Dutch guilders, Portuguese escudos, South African
          rand and Swiss francs, the "Principal Financial Center" will be The
          City of New York, Toronto, Frankfurt, Amsterdam, London,
          Johannesburg and Zurich, respectively.

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

     "Redemption Price", when used with respect to any Security to be
redeemed, means, unless otherwise specified in such Security, an amount, in
the currency or currency unit in which such Security is denominated or which
is otherwise provided for pursuant hereto, equal to the principal amount
thereof (and premium, if any, thereon) together with accrued interest, if
any, to the Redemption Date.

     "Registered Security" means any Security established pursuant to Section
201 which is registered in the Security Register.

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

     "Responsible Officer", when used with respect to the Trustee for any
series of Securities, means the chairman or vice chairman of the board of

                                     -10-

<PAGE>

directors, the chairman or vice chairman of the executive committee of the
board of directors, the president, any vice president (whether or not
designated by a number or a word or words added before or after the title
"vice president"), the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller or any assistant controller or any
other officer of such Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

     "Securities" means securities evidencing unsecured indebtedness of the
Company authenticated and delivered under this Indenture.

     "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

     A "series" of Securities means all Securities denoted as part of the
same series authorized by or pursuant to a particular Board Resolution.

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

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

     "Stock Exchange", unless specified otherwise with respect to any
particular series of Securities, means the Luxembourg Stock Exchange.

     "Substitute Date" has the meaning specified in Section 516.

     "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument and, subject to the provisions of Article Six hereof,
shall also include its successors and assigns as Trustee hereunder. If there
shall be at one time more than one Trustee hereunder, "Trustee" shall mean
each such Trustee and shall apply to each such Trustee only with respect to
those series of Securities with respect to which it is serving as Trustee.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, as in force at the date as of
which this Indenture was executed; provided, however, that in the event the
Trust Indenture Act is amended after such date, "Trust Indenture Act" means,

                                     -11-

<PAGE>

to the extent required by any such amendment, the Trust Indenture Act of 1939
as so amended.

     "United States" means, unless otherwise specified with respect to
Securities of any series, the United States of America (including the States
and the District of Columbia), its territories, its possessions (which
include, at the date of this Indenture, Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other
areas subject to its jurisdiction.

     "United States Alien" has the meaning specified in Section 1009.

     "Yield to Maturity", when used with respect to any OID Security, means
the yield to maturity, if any, set forth on the face thereof.

Section 102.  Compliance Certificates and Opinions.

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

     Every certificate (other than certificates provided pursuant to Section
1005) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

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



                                     -12-

<PAGE>

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

Section 103.  Form of Documents Delivered to Trustee.

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

     Any certificate or opinion of an officer of the Company or the Guarantor
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 or the Guarantor,
as the case may be, stating that the information with respect to such factual
matters is in the possession of the Company or the Guarantor, as the case may
be, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

Section 104.  Acts of Holders.

     (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given by Holders of
such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the

                                     -13-

<PAGE>

provisions of Article Thirteen, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee for the appropriate series of Securities and, where
it is hereby expressly required, to the Company or the Guarantor or both of
them. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Holders signing such instrument or instruments or so voting
at any such meeting. Proof of execution of any such instrument or of a
writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject
to Section 601) conclusive in favor of the Trustee for the appropriate series
of Securities and the Company and Guarantor and any agent of such Trustee or
the Company or the Guarantor, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be proved in the
manner provided in Section 1306.

     The Company may at its discretion set a record date for purposes of
determining the identity of Holders of Registered Securities entitled to vote
or consent to any action by vote or consent authorized or permitted under
this Indenture, but the Company shall have no obligation to do so.  If not
set by the Company prior to the first solicitation of Holders of Registered
Securities of a particular series made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be 30 days prior to the first solicitation
of such vote or consent.  Upon the fixing of such a record date, those
persons who were Holders of Registered Securities at such record date (or
their duly designated proxies), and only those persons, shall be entitled
with respect to such Registered Securities 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.

     (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 an officer of a corporation or
association or a member of a partnership, or an official of a public or
governmental body, on behalf of such corporation, association, partnership or
public or governmental body or by a fiduciary, 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 for the appropriate
series of Securities deems sufficient.

                                     -14-

<PAGE>

     (d)  The principal amount and serial numbers of Registered Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.

     (e)  The principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee for such
Securities to be satisfactory, showing that at the date therein mentioned
such Person had on deposit with such depositary, or exhibited to it, the
Bearer Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if
such certificate or affidavit is deemed by such Trustee to be satisfactory.
The Trustee for such Securities and the Company may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security
is produced, (2) such Bearer Security is produced to such Trustee by some
other Person, (3) such Bearer Security is surrendered in exchange for a
Registered Security, or (4) such Bearer Security is no longer Outstanding.
The principal amount and serial numbers of Bearer Securities held by any
Person, and the date of holding the same, may also be proved in any other
manner which the Company and the Trustee for such Securities deem sufficient.

     (f)  Subject to Section 115, in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver under this
Indenture, the principal amount of an OID Security that may be counted in
making such determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the amount of the principal thereof that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 at the time the taking of such action by the Holders
of such requisite principal amount is evidenced to the Trustee for such
Securities.

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





                                     -15-

<PAGE>

Section 105.  Notices, Etc., to Trustee, Company and Guarantor.

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

          (1)  the Trustee for a series of Securities by any Holder or by the
     Company or the Guarantor shall be sufficient for every purpose hereunder
     if made, given, furnished or filed in writing to or with such Trustee at
     its Corporate Trust Office, Attention: Corporate Trustee Administration
     Department, or if sent by facsimile transmission, to a  facsimile number
     provided by the Trustee, with a copy mailed, first class postage prepaid
     to the Trustee addressed to it as provided above, or

          (2)  the Company or the Guarantor by such Trustee or by any Holder
     shall be sufficient for every purpose hereunder (except as provided in
     paragraphs (3), (4) and (5) of Section 501) if in writing and mailed,
     first class postage prepaid, addressed in the case of the Company 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 such Trustee by the Company, or if sent by facsimile
     transmission, to a facsimile number provided to the Trustee by the
     Company, with a copy mailed, first class postage prepaid, to the Company
     addressed to it as provided above, and with a copy to the Guarantor, and
     addressed in the case of the Guarantor to it at the address specified in
     the first paragraph of this instrument or at any other address
     previously furnished in writing to such Trustee by the Guarantor, or if
     sent by facsimile transmission, to a facsimile number provided to the
     Trustee by the Guarantor, with a copy mailed, first class postage
     prepaid, to the Guarantor addressed to it as provided above, and with a
     copy to the Company.

Section 106.  Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, (1)
such notice shall be sufficiently given (unless otherwise herein expressly
provided) to Holders of Registered Securities if in writing and mailed, first
class postage prepaid, to each Holder affected by such event, at his address
as it appears in the Security Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice;
and (2) such notice shall be sufficiently given (unless otherwise herein
expressly provided) to Holders of Bearer Securities who have filed their
names and addresses with the Trustee for such purpose within the previous two
years if in writing and mailed, first class postage prepaid, to each such
Holder at his address as so filed not later than the latest date and not
earlier than the earliest date prescribed for the giving of such notice, or
to all other Holders of Bearer Securities if published in an Authorized

                                     -16-

<PAGE>

Newspaper on a Business Day at least twice, the first such publication to be
not earlier than the earliest date, and the second such publication to be not
later than the latest date, prescribed herein for the giving of such notice.

     In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice mailed in the manner prescribed by this
Indenture shall be deemed to have been given whether or not received by any
particular Holder. 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 to Holders of Registered Securities by mail, then such
notification as shall be made with the approval of the Trustee for such
Securities shall constitute a sufficient notification for every purpose
hereunder.

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

     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 for
such Securities, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

Section 107.  Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317, inclusive, of the Trust Indenture
Act through the operation of Section 318(c) thereof, such imposed duties
shall control.

Section 108.  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.

                                     -17-

<PAGE>

Section 109.  Successors and Assigns.

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

Section 110.  Separability Clause.

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

Section 111.  Benefits of Indenture.

     Nothing in this Indenture or in the Securities or in the Guarantees or
in any coupons appertaining thereto, expressed or implied, shall give to any
Person, other than the parties hereto, any Paying Agent, any Security
Registrar and their successors hereunder and the Holders of Securities
(including the Guarantees) or coupons, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

Section 112.  Governing Law.

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

Section 113.  Non-Business Day.

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







                                     -18-

<PAGE>

Section 114.  Immunity of Incorporators, Stockholders, Officers and
Directors.

     No recourse shall be had for the payment of the principal of (and
premium, if any), or the interest, if any, on any Security or coupon of any
series, or for any claim based thereon, or upon any obligation, covenant or
agreement of this Indenture, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company, the Guarantor
or of any successor corporation, either directly or indirectly through the
Company, the Guarantor or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment
of penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Securities (including the Guarantees) and coupons of
each series are solely corporate obligations, and that no personal liability
whatever shall attach to, or is incurred by, any incorporator, stockholder,
officer or director, past, present or future, of the Company, the Guarantor
or of any successor corporation, either directly or indirectly through the
Company, the Guarantor or any successor corporation, because of the incurring
of the indebtedness hereby authorized or under or by reason of any of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities (including the Guarantees) or coupons of any series, or to be
implied herefrom or therefrom; and that all such personal liability is hereby
expressly released and waived as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities (including the Guarantees) and coupons of each series.

Section 115.  Certain Matters Relating to Currencies.

     Subject to Section 311, each reference to any currency or currency unit
in any Security, or in the Board Resolution or supplemental indenture
relating thereto, shall mean only the referenced currency or currency unit
and no other currency or currency unit.

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

     Whenever any action or Act is to be taken hereunder by the Holders of
Securities denominated in a Foreign Currency or currency unit, then for
purposes of determining the principal amount of Securities held by such
Holders, the aggregate principal amount of the Securities denominated in a
Foreign Currency or currency unit shall be deemed to be that amount of
Dollars that could be obtained for such principal amount on the basis of a
spot rate of exchange specified to the Trustee for such series in an
Officers' Certificate for such Foreign Currency or currency unit into Dollars
as of the date the taking of such action or Act by the Holders of the

                                     -19-

<PAGE>

requisite percentage in principal amount of the Securities is evidenced to
such Trustee.

Section 116.  Language of Notices, Etc.

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


                                  ARTICLE II

                                Security Forms

Section 201.  Forms of Securities.

     The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in such form
or forms (including global form) as shall be established by or pursuant to a
Board Resolution of the Company, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto 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 any law, with
any rule or regulation made pursuant thereto, with any rules of any
securities exchange, automated quotation system or clearing agency or to
conform to usage, as may, consistently herewith, be determined by the
officers executing such Securities or coupons, as evidenced by their
execution of such Securities or coupons. If temporary Securities of any
series are issued in global form as permitted by Section 304, the form
thereof shall be established as provided in the preceding sentence.  The
Guarantees to be endorsed on the Securities of a particular series shall be
in such form as is established pursuant to Section 202.

     Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

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





                                     -20-

<PAGE>

Section 202.  Forms of Guarantees

     The Guarantees by the Guarantor to be endorsed on the Securities of each
series shall be in substantially the form or forms as shall be established by
or pursuant to a Board Resolution of the Guarantor, with such appropriate
insertions, omissions, substitutions and other corrections as are required or
permitted by this Indenture or any indenture supplemental hereto, and may
have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may, consistently herewith, be determined
by the officers executing such Guarantees, as evidenced by their execution of
such Guarantees.

Section 203.  Form of Trustee's Certificate of Authentication.

     The Certificate of Authentication on all Securities shall be in
substantially the following form:

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

                                  THE CHASE MANHATTAN BANK,
                                  as Trustee


                                  By__________________________________
                                     Authorized Officer

Section 204.  Securities in Global Form.

     If any Security of a series is issuable in global form, such Security
may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time
to time be reduced to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee
and in such manner as shall be specified in such Security. Any instructions
by the Company with respect to a Security in global form, after its initial
issuance, shall be in writing but need not comply with Section 102.

     Global Securities may be issued in either registered or bearer form and
in either temporary or permanent form.






                                     -21-

<PAGE>

                                  ARTICLE III

                                The Securities

Section 301.  Title; Payment and Terms.

     The aggregate principal amount of Securities which may be authenticated
and delivered and Outstanding under this Indenture is unlimited. The
Securities may be issued up to the aggregate principal amount of Securities
from time to time authorized by or pursuant to Board Resolutions of the
Company and the Guarantor.

     The Securities may be issued in one or more series, each of which shall
be issued pursuant to Board Resolutions of the Company and the Guarantor.
There shall be established in one or more Board Resolutions or pursuant to
one or more Board Resolutions of the Company (and, if an Event of Default or
covenant not contained in the Indenture shall be established for a series of
Securities, of the Guarantor) and, subject to Section 303, set forth in, or
determined in the manner provided in, an Officer's Certificate of the Company
(and of the Guarantor if a Board Resolution of the Guarantor is provided as
set forth above), or established in one or more supplemental indentures
hereto, prior to the issuance of Securities of any series all or any of the
following, as applicable (each of which, if so provided, may be determined
from time to time by the Company with respect to unissued Securities of that
series and set forth in the Securities of that series when issued from time
to time):

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

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

          (3)  whether Securities of that series are to be issuable as
     Registered Securities, Bearer Securities or both and any restrictions on
     the exchange of one form of Securities for another and on the offer,
     sale and delivery of the Securities in either form;

          (4)  the date or dates (or manner of determining the same) on which
     the principal of the Securities of that series is payable (which, if so
     provided in such Board Resolutions, may be determined by the Company


                                     -22-

<PAGE>

     from time to time and set forth in the Securities of the series issued
     from time to time);

          (5)  the rate or rates (or the manner of calculation thereof) at
     which the Securities of that series shall bear interest (if any), the
     date or dates from which such interest shall accrue, the Interest
     Payment Dates on which such interest shall be payable (or manner of
     determining the same) and the Regular Record Date for the interest
     payable on any Registered Securities on any Interest Payment Date and
     the extent to which, or the manner in which, any interest payable on a
     temporary Global Security on an Interest Payment Date will be paid if
     other than in the manner provided in Section 307;

          (6)  the place or places where, subject to the provisions of
     Section 1002, the principal of (and premium, if any) and interest, if
     any, on Securities of that series shall be payable, any Registered
     Securities of that series may be surrendered for registration of
     transfer, any Securities of that series may be surrendered for exchange,
     and notices and demands to or upon the Company in respect of the
     Securities of that series and this Indenture may be served;

          (7)  the period or periods within which (or manner of determining
     the same), the price or prices at which (or manner of determining the
     same), the currency or currency unit in which, and the terms and
     conditions upon which Securities of that series may be redeemed, in
     whole or in part, at the option of the Company, and any remarketing
     arrangements with respect to the Securities of that series;

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

          (9)  if the currency in which the Securities of that series shall
     be issuable is Dollars, the denominations in which any Registered
     Securities of that series shall be issuable, if other than denominations
     of $1,000 and any integral multiple thereof, and the denominations in
     which any Bearer Securities of that series shall be issuable, if other
     than the denomination of $5,000;

          (10)  if other than the principal amount thereof, the portion of
     the principal amount of Securities of that series which shall be payable


                                     -23-

<PAGE>

     upon a declaration of acceleration of the Maturity thereof pursuant to
     Section 502;

          (11)  any Events of Default and covenants of the Company and the
     Guarantor with respect to the Securities of that series, whether or not
     such Events of Default or covenants are consistent with the Events of
     Default or covenants set forth herein;

          (12)  if a Person other than The Chase Manhattan Bank is to act as
     Trustee for the Securities of that series, the name and location of the
     Corporate Trust Office of such Trustee;

          (13)  if other than Dollars, the currency or currency unit in which
     payment of the principal of (and premium, if any) or interest, if any,
     on the Securities of that series shall be made or in which the
     Securities of that series shall be denominated and the particular
     provisions applicable thereto in accordance with, in addition to or in
     lieu of the provisions of Section 311;

          (14)  if the principal of (and premium, if any) and interest, if
     any, on the Securities of that series are to be payable, at the election
     of the Company or a Holder thereof, in a currency or currency unit other
     than that in which such Securities are denominated or stated to be
     payable, in accordance with provisions in addition to or in lieu of, or
     in accordance with the provisions of, Section 311, the period or periods
     within which (including the Election Date), and the terms and conditions
     upon which, such election may be made, and the time and manner of
     determining the exchange rate between the currency or currency unit in
     which such Securities are denominated or stated to be payable and the
     currency or currency unit in which such Securities are to be so payable;

          (15)  the designation of the original Currency Determination Agent,
     if any;

          (16)  if the Securities of such series are issuable as Indexed
     Securities, the manner in which the amount of payments of principal,
     premium, if any, and interest, if any, on that series shall be
     determined;

          (17)  if the Securities of that series do not bear interest, the
     applicable dates for purposes of Section 701;

          (18)  if other than as set forth in Article Four, provisions for
     the satisfaction and discharge of this Indenture with respect to the
     Securities of that series;



                                     -24-

<PAGE>

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

          (20)  the application, if any, of Section 1009 to the Securities of
     that series;

          (21)  whether the Securities of the series shall be issued in whole
     or in part in the form of a Global Security or Securities and, in such
     case, the Depositary and Global Exchange Agent, if any, for such Global
     Security or Securities, whether such global form shall be permanent or
     temporary and, if applicable, the Exchange Date;

          (22)  if Securities of the series are to be issuable initially in
     the form of a temporary Global Security, the circumstances under which
     the temporary Global Security can be exchanged for definitive Securities
     and whether the definitive Securities will be Registered Securities
     and/or Bearer Securities and will be in global form and whether interest
     in respect of any portion of such Global Security payable in respect of
     an Interest Payment Date prior to the Exchange Date shall be paid to any
     clearing organization with respect to a portion of such Global Security
     held for its account and, in such event, the terms and conditions
     (including any certification requirements) upon which any such interest
     payment received by a clearing organization will be credited to the
     Persons entitled to interest payable on such Interest Payment Date if
     other than as provided in this Article Three; and

          (23)  the extent and manner, if any, to which payment on or in
     respect of Securities of that series and/or the Guarantees endorsed
     thereon will be subordinated to the prior payment of other liabilities
     and obligations of the Company or the Guarantor, as the case may be;

          (24)  the extent, if any, to which payments by the Guarantor under
     the Guarantees will be net of taxes, duties, assessments or other
     governmental charges imposed or levied by or on behalf of any
     governmental taxing authority;

          (25)  the forms of the Securities of that series and the Guarantees
     to be endorsed thereon; and

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

     All Securities of any particular series and the coupons appertaining to
any Bearer Securities of such series shall be substantially identical except
as to denomination, rate of interest, Stated Maturity and the date from which

                                     -25-

<PAGE>

interest, if any, shall accrue, and except as may otherwise be provided in or
pursuant to such Board Resolutions and set forth in such Officer's
Certificate relating thereto or provided in or pursuant to any supplemental
indenture hereto. The terms of such Securities, as set forth above, may be
determined by the Company from time to time if so provided in or established
pursuant to the authority granted in Board Resolutions.  All Securities of
any one series need not be issued at the same time, and unless otherwise
provided, a series may be reopened for issuance of additional Securities of
such series.

     Prior to the delivery of a Security and the related Guarantee of any
series in any such form to the Trustee for the Securities of such series for
authentication, the Company and the Guarantor shall deliver to such Trustee
the following:

          (1)  The Board Resolutions of the Company and the Guarantor,
     respectively, by or pursuant to which such form of Security and
     Guarantee to be endorsed thereon have been approved and, if applicable,
     the supplemental indenture by or pursuant to which such form of Security
     has been approved;

          (2)  An Officers' Certificate of the Company and the Guarantor
     dated the date such Certificate is delivered to such Trustee stating
     that all conditions precedent provided for in this Indenture relating to
     the authentication and delivery of Securities and related Guarantees in
     such forms have been complied with; and

          (3)  An Opinion of Counsel stating that Securities and the
     Guarantees in such forms, together with any coupons appertaining
     thereto, when (a) completed by appropriate insertions and executed and
     delivered by the Company and the Guarantor, respectively, to such
     Trustee for authentication in accordance with this Indenture, (b)
     authenticated and delivered by such Trustee in accordance with this
     Indenture within the authorization as to aggregate principal amount
     established from time to time by the Board of Directors of the Company
     and the Guarantor, and (c) sold in the manner specified in such Opinion
     of Counsel, will be the legal, valid and binding obligations of the
     Company and the Guarantor, respectively, subject to the effects of
     applicable bankruptcy, reorganization, fraudulent conveyance,
     moratorium, insolvency and other similar laws generally affecting
     creditors' rights, to general equitable principles, to an implied
     covenant of good faith and fair dealing and to such other qualifications
     as such counsel shall conclude do not materially affect the rights of
     Holders of such Securities.




                                     -26-

<PAGE>

Section 302.  Denominations and Currencies.

     Unless otherwise provided with respect to any series of Securities as
contemplated by Section 301, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof, and
any Bearer Securities of a series shall be issuable in the denomination of
$5,000, or the equivalent amounts thereof in the case of Registered
Securities and Bearer Securities denominated in a Foreign Currency or
currency unit.

Section 303.  Execution, Authentication, Delivery and Dating.

     The Securities and any related coupons shall be executed on behalf of
the Company by its Chairman of the Board, a Vice Chairman of the Board, or
its President or one of its Vice Presidents. The Securities shall be so
executed under the corporate seal of the Company reproduced thereon and
attested to by its Secretary or any one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile.

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

     At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series together
with any coupons appertaining thereto, executed by the Company to the Trustee
for the Securities of such series for authentication, together with a Company
Order for the authentication and delivery of such Securities, and such
Trustee, in accordance with the Company Order, shall authenticate and deliver
such Securities; provided, however, that, during the "restricted period" (as
defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury
Regulations), no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided, further, that a Bearer
Security may be delivered outside the United States in connection with its
original issuance only if the Person entitled to receive such Bearer Security
shall have furnished to the Trustee for the Securities of such series a
certificate substantially in the form set forth in Exhibit A to this
Indenture. If any Security shall be represented by a permanent Global
Security, then, for purposes of this Section and Section 304, the notation of
a beneficial owner's interest therein upon original issuance of such Security
or upon exchange of a portion of a temporary Global Security shall be deemed
to be delivery in connection with the original issuance of such beneficial
owner's interest in such permanent Global Security. Except as permitted by
Section 306 or 307, the Trustee for the Securities of a series shall not

                                     -27-

<PAGE>

authenticate and deliver any Bearer Security unless all appurtenant coupons
for interest then matured other than matured coupons in default have been
detached and cancelled. If all the Securities of any one series are not to be
issued at one time and if a Board Resolution relating to such Securities
shall so permit, such Company Order may set forth procedures acceptable to
the Trustee for the issuance of such Securities, including, without
limitation, procedures with respect to interest rate, Stated Maturity, date
of issuance and date from which interest, if any, shall accrue.

     Notwithstanding any contrary provision herein, if all Securities of a
series are not to be originally issued at one time, it shall not be necessary
to deliver the Board Resolution, Officers' Certificate and Opinion of Counsel
otherwise required pursuant to Sections 102 and 301 at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

     Each Registered Security shall be dated the date of its authentication,
and, unless otherwise specified as contemplated by Section 301, each Bearer
Security shall be dated as of the date of original issuance of the first
Security of such series to be issued.

     No Security, or Guarantee endorsed thereon, or coupon appertaining
thereto shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
manually executed by the Trustee for such Security or on its behalf pursuant
to Section 614, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.

     In case any Securities shall have been authenticated, but not delivered,
by the Trustee or the Authenticating Agent for such series then in office,
any successor by merger, conversion or consolidation to such Trustee, or any
successor Authenticating Agent, as the case may be, may adopt such
authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee or successor Authenticating Agent had
itself authenticated such Securities.

     Each Depositary designated pursuant to Section 301 for a Global Security
in registered form must, at the time of its designation and at all times
while it serves as Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

     Reference is made to Section 1402 concerning execution and delivery of
the Guarantees.


                                     -28-

<PAGE>

Section 304.  Temporary Securities and Exchange of Securities.

     Pending the preparation of definitive Securities of any particular
series, the Company may execute, and upon Company Order the Trustee for the
Securities of such series shall authenticate and deliver, in the manner
specified in Section 303, temporary Securities which are printed,
lithographed, typewritten, photocopied or otherwise produced, in any
denomination, with like terms and conditions as the definitive Securities of
like series in lieu of which they are issued in registered form or, if
authorized, in bearer form with one or more coupons or without coupons, and
having endorsed thereon Guarantees duly executed by the Guarantor
substantially of the tenor of the definitive Guarantees, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities and such Guarantees may determine, as
evidenced by their execution of such Securities and such Guarantees.  Any
such temporary Securities and the related Guarantees may be in global form,
representing such of the Outstanding Securities of such series and the
related Guarantees as shall be specified therein.

     Except in the case of temporary Securities in global form (which shall
be exchanged only in accordance with the provisions of the following
paragraphs), if temporary Securities of any particular series are issued, the
Company will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of such definitive
Securities, the temporary Securities of such series shall be exchangeable for
such definitive Securities and of a like Stated Maturity and with like terms
and provisions upon surrender of the temporary Securities of such series,
together with all unmatured and matured coupons in default, if any, at the
office or agency of the Company in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any particular series, the Company shall execute
and (in accordance with a Company Order delivered at or prior to the
authentication of the first definitive Security of such series) the Trustee
for the Securities of such series or the Global Exchange Agent shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations of the same series and of a
like Stated Maturity and with like terms and provisions having endorsed
thereon Guarantees duly executed by the Guarantor; provided, however, unless
otherwise specified pursuant to Section 301, no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the
conditions set forth in Section 303. Until exchanged as hereinabove provided,
the temporary Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of the same
series and with like terms and conditions, except as to payment of interest,
if any, authenticated and delivered hereunder.

                                     -29-

<PAGE>

     Any temporary Global Security and any permanent Global Security shall,
unless otherwise provided therein, be delivered to a Depositary designated
pursuant to Section 301.

     Without unnecessary delay but in any event not later than the date
specified in or determined pursuant to the terms of any such temporary Global
Security (the "Exchange Date"), the Securities represented by any temporary
Global Security of a series of Securities issuable in bearer form and the
related Guarantees may be exchanged for definitive Securities (subject to the
second succeeding paragraph) or Securities to be represented thereafter by
one or more permanent Global Securities, without interest coupons, and the
related Guarantees. On or after the Exchange Date such temporary Global
Security shall be surrendered by the Depositary to the Trustee for such
Security, as the Company's agent for such purpose, or the agent appointed by
the Company pursuant to Section 301 to effect the exchange of the temporary
Global Security for definitive Securities (the "Global Exchange Agent"), and
following such surrender, such Trustee or the Global Exchange Agent (as
authorized by the Trustee as an Authenticating Agent pursuant to Section 614)
shall (1) endorse the temporary Global Security to reflect the reduction of
its principal amount by an equal aggregate principal amount of such Security,
(2) endorse the applicable permanent Global Security, if any, to reflect the
initial amount, or an increase in the amount of Securities represented
thereby, (3) manually authenticate such definitive Securities or such
permanent Global Security, as the case may be, (4) subject to Section 303,
deliver such definitive Securities to the Holder thereof or, as the case may
be, deliver such permanent Global Security to the Depositary to be held
outside the United States for the accounts of Euro-clear and Cedelbank, for
credit to the respective accounts at Euro-clear and Cedelbank, designated by
or on behalf of the beneficial owners of such Securities (or to such other
accounts as they may direct) and (5) redeliver such temporary Global Security
to the Depositary, unless such temporary Global Security shall have been
cancelled in accordance with Section 309 hereof; provided, however, that,
unless otherwise specified in such temporary Global Security, upon such
presentation by the Depositary, such temporary Global Security shall be
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euro-clear as to the portion of such temporary Global Security held
for its account then to be exchanged for definitive Securities or one or more
permanent Global Securities, as the case may be, and a certificate dated the
Exchange Date or a subsequent date and signed by Cedelbank, as to the portion
of such temporary Global Security held for its account then to be exchanged
for definitive Securities or one or more permanent Global Securities, as the
case may be, each substantially in the form set forth in Exhibit B to this
Indenture. Each certificate substantially in the form of Exhibit B hereto of
Euro-clear or Cedelbank, as the case may be, shall be based on certificates
of the account holders listed in the records of Euro-clear or Cedelbank, as
the case may be, as being entitled to all or any portion of the applicable
temporary Global Security. An account holder of Euro-clear or Cedelbank, as

                                     -30-

<PAGE>

the case may be, desiring to effect the exchange of interest in a temporary
Global Security for an interest in definitive Securities or one or more
permanent Global Securities shall instruct Euro-clear or Cedelbank, as the
case may be, to request such exchange on its behalf and shall deliver to
Euro-clear or Cedelbank, as the case may be, a certificate substantially in
the form of Exhibit A hereto and dated no earlier than 15 days prior to the
Exchange Date. Until so exchanged, temporary Global Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities and permanent Global Securities of the same series authenticated
and delivered hereunder, except as provided in the fourth succeeding
paragraph.

     The delivery to the Trustee for the Securities of the appropriate series
or the Global Exchange Agent by Euro-clear or Cedelbank of any certificate
substantially in the form of Exhibit B hereto may be relied upon by the
Company and such Trustee or the Global Exchange Agent as conclusive evidence
that a corresponding certificate or certificates has or have been delivered
to Euro-clear or to Cedelbank, as the case may be, pursuant to the terms of
this Indenture.

     On or prior to the Exchange Date, the Company shall deliver to the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent definitive Securities in aggregate principal amount equal to the
principal amount of such temporary Global Security, executed by the Company
in the case of the Securities and the Guarantor in the case of the
Guarantees. At any time, on or after the Exchange Date, upon 30 days' notice
to the Trustee for the Securities of the appropriate series or the Global
Exchange Agent by Euro-clear or Cedelbank, as the case may be, acting at the
request of or on behalf of the beneficial owner, a Security represented by a
temporary Global Security or a permanent Global Security, as the case may be,
may be exchanged, in whole or from time to time in part, for definitive
Securities without charge and such Trustee or the Global Exchange Agent shall
authenticate and deliver, in exchange for each portion of such temporary
Global Security or such permanent Global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized
denominations and with like terms and provisions as the portion of such
temporary Global Security or such permanent Global Security to be exchanged,
which, unless the Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as contemplated by Section 301,
shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof;
provided, however, that definitive Bearer Securities shall be delivered in
exchange for a portion of the temporary Global Security or the permanent
Global Security only in compliance with the requirements of the second
preceding paragraph. On or prior to the thirtieth day following receipt by
the Trustee for the Securities of the appropriate series or the Global
Exchange Agent of such notice with respect to a Security, or, if such day is

                                     -31-

<PAGE>

not a Business Day, the next succeeding Business Day, the temporary Global
Security or the permanent Global Security, as the case may be, shall be
surrendered by the Depositary to such Trustee, as the Company's agent for
such purpose, or the Global Exchange Agent to be exchanged in whole, or from
time to time in part, for definitive Securities without charge following such
surrender, upon the request of Euro- clear or Cedelbank, as the case may be,
and such Trustee or the Global Exchange Agent shall (1) endorse the
applicable temporary Global Security or the permanent Global Security to
reflect the reduction of its principal amount by the aggregate principal
amount of such Security, (2) in accordance with procedures acceptable to the
Trustee cause the terms of such Security and coupons, if any, to be entered
on a definitive Security, (3) manually authenticate such definitive Security
and (4) if a Bearer Security is to be delivered, deliver such definitive
Security outside the United States to Euro- clear or Cedelbank, as the case
may be, for or on behalf of the beneficial owner thereof, in exchange for a
portion of such permanent Global Security.

     Unless otherwise specified in such temporary Global Security or
permanent Global Security, any such exchange shall be made free of charge to
the beneficial owners of such temporary Global Security or permanent Global
Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that
such Person does not take delivery of such definitive Securities in person at
the offices of Euro-clear or Cedelbank.  Definitive Securities in bearer form
to be delivered in exchange for any portion of a temporary Global Security or
a permanent Global Security shall be delivered only outside the United
States.

     Until exchanged in full as hereinabove provided, any temporary Global
Security or permanent Global Security shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of the same
series and with like terms and conditions, except as to payment of interest,
if any, authenticated and delivered hereunder.  Unless otherwise specified as
contemplated by Section 301, interest payable on such temporary Global
Security on an Interest Payment Date for Securities of such series shall be
payable to Euro-clear and Cedelbank on such Interest Payment Date upon
delivery by Euro-clear and Cedelbank to the Trustee for the Securities of the
appropriate series or the Global Exchange Agent in the case of payment of
interest on a temporary Global Security with respect to an Interest Payment
Date occurring prior to the applicable Exchange Date of a certificate or
certificates substantially in the form set forth in Exhibit C to this
Indenture, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such Global Security on such Interest Payment Date and who have, in
the case of payment of interest on a temporary Global Security with respect
to an Interest Payment Date occurring prior to the applicable Exchange Date,


                                     -32-

<PAGE>

each delivered to Euro-clear or Cedelbank, as the case may be, a certificate
substantially in the form set forth in Exhibit D to this Indenture.

     Any definitive Bearer Security authenticated and delivered by the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent in exchange for a portion of a temporary Global Security or a permanent
Global Security shall not bear a coupon for any interest which shall
theretofore have been duly paid by such Trustee to Euro-clear or Cedelbank or
by the Company to such Trustee in accordance with the provisions of this
Section 304.

     With respect to Exhibits A, B, C and D to this Indenture, the Company
may, in its discretion and if required or desirable under applicable law,
substitute one or more other forms of such exhibits for such exhibits,
eliminate the requirement that any or all certificates be provided, or change
the time that any certificate may be required, provided that such substitute
form or forms or notice of elimination or change of such certification
requirement have theretofore been delivered to the Trustee with a Company
Request and such form or forms, elimination or change is reasonably
acceptable to the Trustee.

Section 305.  Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee for the Securities of each series a register (the register maintained
in such office being herein sometimes referred to as the "Security Register")
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities.  The Trustee for the Securities of each
series is hereby initially appointed "Security Registrar" for the purpose of
registering Registered Securities and transfers of Registered Securities of
such series as herein provided.

     Upon surrender for registration of transfer of any Registered Security
of any particular series at the office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee for the
Securities of each series shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities
of any authorized denominations, and of a like Stated Maturity and of a like
series and aggregate principal amount and with like terms and conditions
having endorsed thereon a Guarantee duly executed by the Guarantor.

     Except as set forth below, at the option of the Holder, Registered
Securities of any particular series may be exchanged for other Registered
Securities of any authorized denominations, and of a like Stated Maturity and
of a like series and aggregate principal amount and with like terms and
conditions, having endorsed thereon a Guarantee duly executed by the

                                     -33-

<PAGE>

Guarantor, upon surrender of the Registered Securities to be exchanged at
such office or agency.  Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee for such Securities
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.  Except as otherwise specified pursuant to
Section 301, Registered Securities may not be exchanged for Bearer
Securities.

     Notwithstanding any other provision of this Section or Section 304,
unless and until it is exchanged in whole or in part for Registered
Securities in definitive form, a Global Security representing all or a
portion of the Registered Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor
Depositary.

     At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and with like terms
and provisions having endorsed thereon a Guarantee duly executed by the
Guarantor, upon surrender of the Bearer Securities to be exchanged at any
office or agency of the Company in a Place of Payment for that series, with
all unmatured coupons and all matured coupons in default thereto
appertaining.  If the Holder of a Bearer Security is unable to produce any
such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company and the Guarantor (or to the
Trustee for the Security in case of matured coupons in default) in an amount
equal to the face amount of such missing coupon or coupons, or the surrender
of such missing coupon or coupons may be waived by the Company, the Guarantor
and such Trustee if there is furnished to them such security or indemnity as
they may require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to any Paying Agent
any such missing coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency of the Company in a Place
of Payment for that series located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered
Security of the same series and with like terms and conditions having
endorsed thereon a Guarantee duly executed by the Guarantor after the close
of business at such office or agency on or after (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant

                                     -34-

<PAGE>

Interest Payment Date, or (ii) any Special Record Date and before the opening
of business at such office or agency on the related proposed date for payment
of Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date or proposed date for payment,
as the case may be (or, if such coupon is so surrendered with such Bearer
Security, such coupon shall be returned to the person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be,
will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

     Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee for such Securities shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

     If at any time the Depositary for Securities of a series in registered
form notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary
for the Securities of such series shall no longer be eligible under Section
303, the Company shall appoint a successor Depositary with respect to the
Securities for such series.  If (i) a successor Depositary for the Securities
of such series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, (ii) the
Company delivers to the Trustee for Securities of such series in registered
form a Company Order stating that the Securities of such series shall be
exchangeable, or (iii) an Event of Default under Section 501 hereof has
occurred and is continuing with respect to the Securities of such series, the
Company's election pursuant to Section 301 shall no longer be effective with
respect to the Securities for such series and the Company will execute, and
the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, will authenticate and
deliver Securities of such series in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such series in exchange for such Global Security or
Securities.

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


                                     -35-

<PAGE>

Securities representing such series in exchange for such Global Security or
Securities.

     If specified by the Company pursuant to Section 301 with respect to a
series of Securities in registered form, the Depositary for such series of
Securities may surrender a Global Security for such series of Securities in
exchange in whole or in part for Securities of such series of like tenor and
terms having endorsed thereon a Guarantee duly executed by the Guarantor and
in definitive form on such terms as are acceptable to the Company and such
Depositary.  Thereupon the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, (i) to each Person
specified by such Depositary a new Security or Securities of the same series,
of like tenor and terms having endorsed thereon a Guarantee duly executed by
the Guarantor and of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the Global Security; and (ii) to such Depositary a new
Global Security of like tenor and terms having endorsed thereon a Guarantee
duly executed by the Guarantor and in a denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and
the aggregate principal amount of Securities delivered to Holders thereof.

     Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be cancelled by the Trustee.  Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee in writing.
The Trustee shall deliver such Registered Security to the persons in whose
names such Securities are so registered.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities,


                                     -36-

<PAGE>

other than exchanges pursuant to Section 304, 906 or 1107 not involving any
transfer.

     The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption
of Securities of that series selected for redemption under Section 1104 and
ending at the close of business on (A) if Securities of the series are
issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the series are
issuable as Bearer Securities, the day of the first publication of the
relevant notice of redemption or, if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption as a whole or in
part, except the unredeemed portion of any Security being redeemed in part,
or (iii) to exchange any Bearer Security so selected for redemption except
that such a Bearer Security may be exchanged for a Registered Security of
that series and like tenor; provided, however, that such Registered Security
shall be simultaneously surrendered for redemption.

     Furthermore, notwithstanding any other provision of this Section 305,
the Company will not be required to exchange any Securities if, as a result
of the exchange, the Company would suffer adverse consequences under any
United States law or regulation.

Section 306.  Mutilated, Destroyed, Lost and Stolen Securities and Coupons.

     If (i) any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee for such Security or the
Company, the Guarantor and the Trustee for a Security receive evidence to
their satisfaction of the destruction, loss or theft of any Security or
coupon and (ii) there is delivered to the Company, the Guarantor and such
Trustee such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice
to the Company, the Guarantor or such Trustee that such Security or coupon
has been acquired by a bona fide purchaser, the Company shall execute and
upon its request such Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security or in exchange for such mutilated
Security, or in exchange for the Security to which a mutilated, destroyed,
lost or stolen coupon appertains (with all appurtenant coupons not mutilated,
destroyed, lost or stolen) a new Security of the same series and in a like
principal amount and of a like Stated Maturity and with like terms and
conditions, having endorsed thereon a Guarantee duly executed by the
Guarantor, and bearing a number not contemporaneously outstanding with
coupons corresponding to the coupons, if any, appertaining to such mutilated,


                                     -37-

<PAGE>

destroyed, lost or stolen Security or to the Security to which such
mutilated, destroyed, lost or stolen coupon appertains.

     In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company and the
Guarantor in their discretion may, instead of issuing a new Security, pay
such Security or coupon (without surrender thereof except in the case of a
mutilated Security or coupon) if the applicant for such payment shall furnish
to the Company, the Guarantor and the Trustee for such Security such security
or indemnity as may be required by them to save each of them harmless, and in
case of destruction, loss or theft, evidence satisfactory to the Company, the
Guarantor and such Trustee and any agent of any of them of the destruction,
loss or theft of such Security and the ownership thereof; provided, however,
that the principal of (and premium, if any) and interest, if any, on Bearer
Securities shall, except as otherwise provided in Section 1002, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 301, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

     Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security or
in exchange for any mutilated Security, or in exchange for a Security to
which a mutilated, destroyed, lost or stolen coupon appertains shall
constitute an original additional contractual obligation of the Company and
the Guarantor, respectively, whether or not the destroyed, lost or stolen
Security and its coupons, if any, or the destroyed, lost or stolen coupon
shall be at any time enforceable by anyone, and each such new Security and
the Guarantee endorsed thereon shall be at any time enforceable by anyone,
and each such new Security shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of
the same series and their coupons, if any, duly issued hereunder and the
Guarantees endorsed thereon duly issued hereunder.

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





                                     -38-

<PAGE>

Section 307.  Payment of Interest; Interest Rights Preserved.

     Interest on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall, if so provided
in such Security, be paid to the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest payment.

     Unless otherwise provided with respect to the Securities of any series,
payment of interest may be made at the Corporate Trust Office or, at the
option of the Company (i) in the case of Registered Securities, may be made
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register, or (ii) in the case of Bearer
Securities, upon presentation and surrender of the appropriate coupon
appertaining thereto or by transfer to an account maintained by the payee
with a bank located outside the United States.  Notwithstanding the
foregoing, a Holder of $1,000,000 or more in aggregate principal amount of
Securities of any series in definitive form, whether having identical or
different terms and provisions, having the same Interest Payment Dates will,
at the option of the Company, be entitled to receive interest payments, other
than at Maturity, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee for the Securities of such series at least 15 days prior to the
applicable Interest Payment Date.  Any wire instructions received by the
Trustee for the Securities of such series shall remain in effect until
revoked by the Holder.

     Unless otherwise provided or contemplated by Section 301, every
permanent Global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of Euro-clear and Cedelbank with
respect to that portion of such permanent Global Security held for its
account by the Depositary.  Each of Euro-clear and Cedelbank will in such
circumstances credit the interest received by it in respect of such permanent
Global Security to the accounts of the beneficial owners thereof.

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

          (1)  The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Registered Securities of that
     series (or their respective Predecessor Securities) are registered at
     the close of business on a Special Record Date for the payment of such

                                     -39-

<PAGE>

     Defaulted Interest, which shall be fixed in the following manner.  The
     Company shall notify the Trustee for the Registered Securities of such
     series in writing of the amount of Defaulted Interest proposed to be
     paid on each Registered Security of that series and the date of the
     proposed payment, and at the same time the Company shall deposit with
     such Trustee an amount of money in the currency or currency unit in
     which the Securities of such series are payable (except as otherwise
     specified pursuant to Section 301 for the Securities of such series and
     except as provided in Sections 311(b) and 311(d)), equal to the
     aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to such 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 such
     Trustee shall fix a Special Record Date for the payment of such
     Defaulted Interest which shall not be 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 such Trustee of the notice of the proposed
     payment.  Such Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall
     cause notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder of Registered Securities of that series at his address as
     it appears in the Security Register not less than 10 days prior to such
     Special Record Date.  Such Trustee may, in its discretion, in the name
     and at the expense of the Company, cause a similar notice to be
     published at least once in a newspaper published in the English
     language, customarily on each Business Day and of general circulation in
     New York, New York, but such publication shall not be a condition
     precedent to the establishment of 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 Registered Securities of
     that series (or their respective Predecessor Securities) are registered
     on such Special Record Date and shall no longer be payable pursuant to
     the following clause (2).

          (2)  The Company may make payment of any Defaulted Interest on
     Registered Securities of any particular series in any other lawful
     manner not inconsistent with the requirements of any securities exchange
     on which the Registered Securities may be listed, and upon such notice
     as may be required by such exchange, if, after notice is given by the
     Company to the Trustee for the Securities of such series of the proposed
     manner of payment pursuant to this clause, such manner of payment shall
     be deemed practicable by such Trustee.



                                     -40-

<PAGE>

     Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

Section 308.  Persons Deemed Owners.

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

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

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

Section 309.  Cancellation.

     All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange, or delivered in satisfaction of any
sinking fund payment, shall, if surrendered to any Person other than the
Trustee for such Securities, be delivered to such Trustee and, in the case of
Registered Securities and matured coupons, shall be promptly cancelled by it.
All Bearer Securities and unmatured coupons so delivered to the Trustee for
such Securities shall be cancelled by such Trustee.  The Company or the
Guarantor may at any time deliver to the Trustee for Securities of a series
for cancellation any Securities previously authenticated and delivered
hereunder which the Company or the Guarantor, as the case may be, may have
acquired in any manner whatsoever, and all Securities so delivered shall be

                                     -41-

<PAGE>

promptly cancelled by such Trustee.  Notwithstanding any other provision of
this Indenture to the contrary, in the case of a series, all the Securities
of which are not to be originally issued at one time, a Security of such
series shall not be deemed to have been Outstanding at any time hereunder if
and to the extent that, subsequent to the authentication and delivery
thereof, such Security is delivered to the Trustee for such Security for
cancellation by the Company, the Guarantor or any agent thereof upon the
failure of the original purchaser thereof to make payment therefor against
delivery thereof, and any Security so delivered to such Trustee shall be
promptly cancelled by it.  No Securities shall be authenticated in lieu of or
in exchange for any Securities cancelled as provided in this Section, except
as expressly permitted by this Indenture.  All cancelled Securities and
coupons held by the Trustee for such Securities shall be disposed of by such
Trustee in accordance with its standard procedures and a certificate of
disposition evidencing such disposition of Securities and coupons shall be
provided to the Company and the Guarantor by such Trustee.  In the case of
any temporary Global Security, which shall be disposed of if the entire
aggregate principal amount of the Securities represented thereby has been
exchanged, the certificate of disposition shall state that all certificates
required pursuant to Section 304 hereof, substantially in the form of Exhibit
B hereto (or in the form of any substitute exhibit as provided in the last
paragraph of Section 304), to be given by Euro-clear or Cedelbank, have been
duly presented to the Trustee for such Securities by Euro-clear or Cedelbank,
as the case may be.  Permanent Global Securities shall not be disposed of
until exchanged in full for definitive Securities or until payment thereon is
made in full.

Section 310.  Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for
Securities of any particular series, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day
months.

Section 311.  Currency and Manner of Payments in Respect of Securities.

     Unless otherwise specified in accordance with Section 301 with respect
to any series of Securities, the following provisions shall apply:

     (a)  Except as provided in paragraphs (b) and (d) below, the principal
of, premium, if any, and interest on Securities of any series denominated in
a Foreign Currency or currency unit will be payable by the Company in Dollars
based on the equivalent of that Foreign Currency or currency unit converted
into Dollars in the manner described in paragraph (c) below.

     (b)  It may be provided pursuant to Section 301 with respect to
Registered Securities of any series denominated in a Foreign Currency or

                                     -42-

<PAGE>

currency unit that Holders shall have the option, subject to paragraph (d)
below, to receive payments of principal of, premium, if any, and interest on
such Registered Securities in such Foreign Currency or currency unit by
delivering to the Trustee (or to any duly appointed Paying Agent) for the
Registered Securities of that series a written election, to be in form and
substance satisfactory to such Trustee (or to any such Paying Agent), not
later than the close of business on the Election Date immediately preceding
the applicable payment date.  If a Holder so elects to receive such payments
in such Foreign Currency or currency unit, such election will remain in
effect for such Holder until changed by such Holder by written notice to the
Trustee (or to any such Paying Agent) for the Registered Securities of that
series; provided, however, that any such change must be made not later than
the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date;
and provided, further, that no such change or election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred, the Company has exercised
any defeasance, satisfaction or discharge options pursuant to Article Four or
notice of redemption has been given by the Company pursuant to Article
Eleven.  If any Holder makes any such election, such election will not be
effective as to any transferee of such Holder and such transferee shall be
paid in Dollars unless such transferee makes an election as specified above;
provided, however, that such election, if in effect while funds are on
deposit with respect to the Registered Securities of such series as described
in Section 404 or Section 405, will be effective on any transferee of such
Holder unless otherwise specified pursuant to Section 301 for such Registered
Securities.  Any Holder of any such Registered Security who shall not have
delivered any such election to the Trustee (or to any duly appointed Paying
Agent) for the Registered Securities of such series not later than the close
of business on the applicable Election Date will be paid the amount due on
the applicable payment date in Dollars.

     (c)  With respect to any Registered Securities of any series denominated
in a Foreign Currency or currency unit and payable in Dollars, the amount of
Dollars so payable will be determined by the Currency Determination Agent
based on the highest indicative quotation in The City of New York selected by
the Currency Determination Agent at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable payment date.  Such
selection shall be made from among the quotations appearing on the bank
composite or multi-contributor pages of the Reuters Monitor Foreign Exchange
Service or, if not available, the Telerate Monitor Foreign Exchange Service,
for three (or two if three are not available) major banks in New York City.
The first three (or two) such banks selected by the Currency Determination
Agent which are offering quotes on the Reuters Foreign Exchange Service, as
the case may be, shall be used.  If such quotations are unavailable from
either such foreign exchange service, such selection shall be made from the
quotations received by the Currency Determination Agent from no more than

                                     -43-

<PAGE>

three nor less than two recognized foreign exchange dealers in The City of
New York selected by the Currency Determination Agent and approved by the
Company (one of which may be the Currency Determination Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Foreign Currency or currency unit payable on such
payment date in respect of all Registered Securities denominated in such
Foreign Currency or currency unit and for which the applicable dealer commits
to execute a contract.  If fewer than two such bid quotations are available
at 11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date, such payment will be based on the Market Exchange
Rate as of the second Business Day preceding the applicable payment date.  If
the Market Exchange Rate for such date is not then available, payments shall
be made in the Foreign Currency or currency unit.  All currency exchange
costs associated with any payment in Dollars on any such Registered
Securities will be borne by the Holder thereof by deductions from such
payment.

     (d)  If a Conversion Event occurs with respect to a Foreign Currency or
currency unit in which Registered Securities of any series are payable, then
with respect to each date for the payment of principal of, premium, if any,
and interest on the Registered Securities of that series occurring after the
last date on which such Foreign Currency or currency unit was used, the
Company may make such payment in Dollars.  The Dollar amount to be paid by
the Company to the Trustee for the Registered Securities of such series and
by such Trustee or any Paying Agent for the Registered Securities of such
series to the Holders of such Registered Securities with respect to such
payment date shall be determined by the Currency Determination Agent on the
basis of the Market Exchange Rate as of the second Business Day preceding the
applicable payment date or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate,
or as otherwise established pursuant to Section 301 with respect to such
Notes.  Any payment in respect of such Registered Security made under such
circumstances in Dollars will not constitute an Event of Default hereunder.

     (e)  For purposes of this Indenture the following terms shall have the
following meanings:

          A "Component Currency" shall mean any currency which is a
     component currency of any currency unit.

          "Election Date" shall mean, for the Registered Securities of
     any series, the date specified pursuant to Section 301(14).

     (f)  Notwithstanding any other provisions of this Section 311, the
following shall apply:  (i) if the official unit of any Component Currency is
altered by way of combination or subdivision, the number of units of that
currency as a component shall be divided or multiplied in the same

                                     -44-

<PAGE>

proportion, (ii) if two or more Component Currencies are consolidated into a
single currency, the amounts of those currencies as components shall be
replaced by an amount in such single currency equal to the sum of the amounts
of the consolidated Component Currencies expressed in such a single currency,
(iii) if any Component Currency is divided into two or more currencies, the
amount of that original Component Currency as a component shall be replaced
by the amounts of such two or more currencies having an aggregate value on
the date of division equal to the amount of the former Component Currency
immediately before such division and (iv) in the event of an official
redenomination of any currency (including, without limitation, a currency
unit), the obligations of the Company to make payments in or with reference
to such currency on the Registered Securities of any series shall, in all
cases, be deemed immediately following such redenomination to be obligations
to make payments in or with reference to that amount of redenominated
currency representing the amount of such currency immediately before such
redenomination.

     (g)  All determinations referred to in this Section 311 made by the
Currency Determination Agent shall be in its sole discretion and shall, in
the absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Holders of the applicable Securities.  The Currency
Determination Agent shall promptly give written notice to the Trustee for the
Securities of such series of any such decision or determination.  The
Currency Determination Agent shall promptly give written notice to the
Trustee of any such decision or determination.  The Currency Determination
Agent shall have no liability for any determinations referred to in this
Section 311 made by it.

     (h)  The Trustee for the Securities of a particular series shall be
fully justified and protected in relying and acting upon information received
by it from the Company and the Currency Determination Agent with respect to
any of the matters addressed in or contemplated by this Section 311 and shall
not otherwise have any duty or obligation to determine such information
independently.

Section 312.  Appointment and Resignation of Currency Determination Agent.

     (a)  If and so long as the Securities of any series (i) are denominated
in a currency unit or a currency other than Dollars or (ii) may be payable in
a currency unit or a currency other than Dollars, or so long as it is
required under any other provision of this Indenture, then the Company shall
maintain with respect to each such series of Securities, or as so required, a
Currency Determination Agent.  The Company shall cause the Currency
Determination Agent to make the necessary foreign exchange determinations at
the time and in the manner specified  pursuant to Section 301 for the purpose
of determining the applicable rate of exchange and for the purpose of
converting the issued currency or currency unit into the applicable payment

                                     -45-

<PAGE>

currency or currency unit for the payment of principal (and premium, if any)
and interest, if any, pursuant to Section 311.

     (b)  No resignation of the Currency Determination Agent and no
appointment of a successor Currency Determination Agent pursuant to this
Section shall become effective until the acceptance of appointment by the
successor Currency Determination Agent as evidenced by a written instrument
delivered to the Company and the Trustee of the appropriate series of
Securities accepting such appointment executed by the successor Currency
Determination Agent.

     (c)  If the Currency Determination Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Currency Determination Agent for any cause, with respect to the Securities of
one or more series, the Company, by a Board Resolution, shall promptly
appoint a successor Currency Determination Agent or Currency Determination
Agents with respect to the Securities of that or those series (it being
understood that any such successor Currency Determination Agent may be
appointed with respect to the Securities of one or more or all of such series
and that at any time there shall only be one Currency Determination Agent
with respect to the Securities of any particular series).

                                  ARTICLE IV

                          Satisfaction and Discharge

Section 401.  Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of its Board of Directors evidenced by a
Board Resolution set forth in an Officers' Certificate, at any time, with
respect to the Securities of any series, elect to have either Section 402 or
403 be applied to all of the Outstanding Securities of that series upon
compliance with the conditions set forth below in this Article Four.

Section 402.  Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 401 of the option applicable
to this Section 402, the Company shall be deemed to have been discharged from
its obligations with respect to all Outstanding Securities of the particular
series on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance").  For this purpose, such Legal Defeasance means that the
Company shall be deemed to have paid and discharged all the obligations
relating to the Outstanding Securities of that series and the Securities of
that series shall thereafter be deemed to be "outstanding" only for the
purposes of Section 406, Section 408 and the other Sections of this Indenture
referred to below in this Section 402, and to have satisfied all of its other
obligations under such Securities and this Indenture and cured all then

                                     -46-

<PAGE>

existing Events of Default (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder:  (a) the rights of Holders of outstanding Securities of
the particular series and coupons, if any, of such series to receive payments
in respect of the principal of, premium, if any, and interest, if any, on
such Securities when such payments are due or on the Redemption Date solely
out of the trust created pursuant to this Indenture; (b) the Company's
obligations with respect to such Securities concerning issuing temporary
Securities of that series, or, where relevant, registration of such
Securities, mutilated, destroyed, lost or stolen Securities of that series
and the maintenance of an office or agency for payment and money for Security
payments held in trust; (c) the rights, powers, trusts, duties and immunities
of the Trustee for the Securities of that series, and the Company's
obligations in connection therewith; and (d) this Article Four and the
obligations set forth in Section 406 hereof.

     Subject to compliance with this Article Four, the Company may exercise
its option under Section 402 notwithstanding the prior exercise of its option
under Section 403 with respect to the Securities of a particular series.

Section 403.  Covenant Defeasance.

     Upon the Company's exercise under Section 401 of the option applicable
to this Section 403, the Company shall be released from any obligations under
the covenants contained in Sections 704, 801 and 1007 hereof with respect to
the Outstanding Securities of the particular series on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Securities of that series shall thereafter be deemed
not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "Outstanding"
for all other purposes hereunder (it being understood that such Securities
shall not be deemed outstanding for accounting purposes).  For this purpose,
such Covenant Defeasance means that, with respect to the Outstanding
Securities of that series, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or Event of Default under
subsection 501(3) but, except as specified above, the remainder of this
Indenture and the Securities of that series shall be unaffected thereby.





                                     -47-

<PAGE>

Section 404.  Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either
Section 402 or Section 403 to the outstanding Securities of a particular
series:

          (a)  the Company or the Guarantor must irrevocably deposit, or
     cause to be irrevocably deposited, with the Trustee for the Securities
     of that series, in trust, for the benefit of the Holders of the
     Securities of that series, cash in the currency or currency unit in
     which the Securities of that series are payable (except as otherwise
     specified pursuant to Section 301 for the Securities of that series and
     except as provided in Sections 311(b) and 311(d), in which case the
     deposit to be made with respect to Securities for which an election has
     occurred pursuant to Section 311(b), or a Conversion Event has occurred
     as provided in Section 311(d), shall be made in the currency or currency
     unit in which the Securities of that series are payable as a result of
     such election or Conversion Event), Government Obligations  or a
     combination thereof in such amounts as will be sufficient, in the
     opinion of an internationally recognized firm of independent public
     accountants, to pay the principal of, premium, if any, and interest, if
     any, due on the outstanding Securities of that series and any related
     coupons at the Stated Maturity, or on the applicable Redemption Date, as
     the case may be, with respect to the outstanding Securities of that
     series and any related coupons;

          (b)  in the case of Legal Defeasance, the Company shall have
     delivered to the Trustee for the Securities of that series an Opinion of
     Counsel in the United States reasonably acceptable to such Trustee
     confirming that, subject to customary assumptions and exclusions, (1)
     the Company has received from, or there has been published by, the U.S.
     Internal Revenue Service a ruling or (2) since the Issue Date, there has
     been a change in the applicable U.S. federal income tax law, in either
     case to the effect that, and based thereon such Opinion of Counsel in
     the United States shall confirm that, subject to customary assumptions
     and exclusions, the Holders of the Outstanding Securities of that series
     will not recognize income, gain or loss for U.S. federal income tax
     purposes as a result of such Legal Defeasance and will be subject to
     U.S. federal income tax on the same amounts, in the same manner and at
     the same times as would have been the case if such Legal Defeasance had
     not occurred;

          (c)  in the case of Covenant Defeasance, the Company shall have
     delivered to the Trustee for the Securities of that series an Opinion of
     Counsel in the United States reasonably acceptable to such Trustee
     confirming that, subject to customary assumptions and exclusions, the
     Holders of the Outstanding Securities of that series will not recognize

                                     -48-

<PAGE>

     income, gain or loss for U.S. federal income tax purposes as a result of
     such Covenant Defeasance and will be subject to such tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such Covenant Defeasance had not occurred;

          (d)  no Event of Default or event which with the giving of notice
     or the lapse of time, or both, would become an Event of Default with
     respect to the Securities of that series shall have occurred and be
     continuing on the date of such deposit and no Event of Default under
     Section 501(5) or Section 501(6) shall have occurred and be continuing
     on the 123rd day after such date;

          (e)  such Legal Defeasance or Covenant Defeasance shall not result
     in a breach or violation of, or constitute a default under any material
     agreement or instrument to which the Company or the Guarantor is a party
     or by which the Company or the Guarantor is bound;

          (f)  the Company shall have delivered to the Trustee for the
     Securities of that series an Officers' Certificate and an Opinion of
     Counsel in the United States (which opinion of counsel may be subject to
     customary assumptions and exclusions) each stating that all conditions
     precedent provided for or relating to the Legal Defeasance or the
     Covenant Defeasance, as the case may be, have been complied with.

Section 405.  Satisfaction and Discharge of Indenture.

     This Indenture will be discharged and will cease to be of further effect
as to all Securities of any particular series issued hereunder when either
(i) all Securities of that series theretofore authenticated and delivered and
all coupons, if any, appertaining thereto (except (A) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and
maturing after such exchange, whose surrender is not required or has been
waived as provided in Section 305, (B) lost, stolen or destroyed Securities
or coupons of such series which have been replaced or paid as provided in
Section 306, (C) coupons appertaining to Securities called for redemption and
maturing after the relevant Redemption Date, whose surrender is not required
as provided in Section 1106 and (D) Securities and coupons of such series for
whose payment money has theretofore been deposited in trust and thereafter
repaid to the Company or the Guarantor or discharged from such trust, as
provided in the last paragraph of Section 1003) have been delivered to the
Trustee for the Securities of that series for cancellation or (ii) (A) all
Securities of that series and any coupons appertaining thereto not
theretofore delivered to Trustee for cancellation are due and payable by
their terms within one year or have become due and payable by reason of the
making of a notice of redemption and the Company has irrevocably deposited or
caused to be deposited with such Trustee as trust funds in trust an amount of
cash in any combination of currency or currency unit in which the Securities

                                     -49-

<PAGE>

of such series are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series and except as provided in Sections
311(b) and 311(d), in which case the deposit to be made with respect to
Securities for which an election has occurred pursuant to Section 311(b) or a
Conversion Event has occurred as provided in Section 311(d), shall be made in
the currency or currency unit in which such Securities are payable as a
result of such election or Conversion Event) sufficient to pay and discharge
the entire indebtedness on such Securities and coupons not theretofore
delivered to the Trustee for the Securities of that series for cancellation
for principal, premium, if any, and accrued and unpaid interest, if any, to
the Stated Maturity or Redemption Date, as the case may be; (B) no Event of
Default or event which with the giving of notice or the lapse of time, or
both, would become an Event of Default shall have occurred and be continuing
on the date of such deposit and no Event of Default under Section 501(5) or
Section 501(6) shall have occurred and be continuing on the 123rd day after
such date; (C) the Company or the Guarantor has paid, or caused to be paid,
all sums payable by it under this Indenture; and (D) the Company or the
Guarantor, as the case may be has delivered irrevocable instructions to the
Trustee for the Securities of that series under this Indenture to apply the
deposited money toward the payment of such Securities and coupons at the
Stated Maturity or the Redemption Date, as the case may be. In addition, the
Company must deliver an Officers' Certificate and an Opinion of Counsel to
the Trustee for the Securities of that series stating that all conditions
precedent to satisfaction and discharge have been satisfied.

Section 406.  Survival of Certain Obligations.

     Notwithstanding the satisfaction and discharge of this Indenture and of
the Securities of a particular series referred to in Sections 401, 402, 404,
or 405, the respective obligations of the Company, the Guarantor and the
Trustee for the Securities of a particular series under Sections 303, 304,
305, 307, 309, 407, 408, 409, 410, and 508, Article Six, and Sections 701,
702, 1002, 1003, 1004 and 1006, shall survive with respect to Securities of
that series until the Securities of that series are no longer outstanding,
and thereafter the obligations of the Company , the Guarantor and the Trustee
for the Securities of a particular series with respect to that series under
Sections 407, 408, 409, and 410 shall survive.  Nothing contained in this
Article Four shall abrogate any of the obligations or duties of the Trustee
of any series of Securities under this Indenture.

     Notwithstanding the satisfaction of the conditions set forth in Sections
404 or 405 with respect to all the Securities of any series not payable in
Dollars, upon the happening of any Conversion Event the Company shall be
obligated to make the payments in Dollars required by Section 311(d) to the
extent that the Trustee is unable to convert any Foreign Currency or currency
unit or currency unit in its possession pursuant to Sections 404 or 405 into
the Dollar equivalent of such Foreign Currency or currency unit, as the case

                                     -50-

<PAGE>

may be.  If, after the deposits referred to in Sections 404 or 405 have been
made, (x) the Holder of a Security is entitled to, and does, elect pursuant
to Section 311(b) to receive payment in a currency or currency unit other
than that in which the deposit pursuant to Sections 404 or 405 was made, or
(y) a Conversion Event occurs as contemplated in Section 311(d), then the
indebtedness represented by such Security shall be fully discharged to the
extent that the deposit made with respect to such Security shall be converted
into the currency or currency unit in which such Security is payable.  The
Trustee shall return to the Company any non-converted funds or securities in
its possession after such payments have been made.

Section 407.  Acknowledgment of Discharge by Trustee.

     Subject to Section 410, after (i) the conditions of Section 404 or 405
have been satisfied with respect to the Securities of a particular series,
(ii) the Company or the Guarantor has paid or caused to be paid all other
sums payable hereunder by the Company and the Guarantor and (iii) the Company
has delivered to the Trustee for the Securities of that series an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent referred to in clause (i) above relating to the satisfaction and
discharge of this Indenture have been complied with, the Trustee for the
Securities of that series upon written request shall acknowledge in writing
the discharge of all of the Company's and the Guarantor's obligations under
this Indenture except for those surviving obligations specified in this
Article Four.

Section 408.  Application of Trust Moneys.

     All money and Government Obligations deposited with the Trustee for the
Securities of a particular series pursuant to Section 404 or 405 in respect
of the Securities of that series shall be held in trust and applied by it, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of the Securities and all related coupons of all
sums due and to become due thereon for principal, premium, if any, and
interest, if any, but such money need not be segregated from other funds
except to the extent required by law.

     The Company shall pay and indemnify the Trustee for the Securities of a
particular series against any tax, fee or other charge imposed on or assessed
against the Government Obligations deposited pursuant to Section 404 or 405
with respect to the Securities of that series or the principal and interest
received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of outstanding Securities of
that series.



                                     -51-

<PAGE>

Section 409.  Repayment to the Company or the Guarantor; Unclaimed Money.

     The Trustee and any Paying Agent for a series of Securities shall
promptly pay or return to the Company upon Company Order or the Guarantor
upon Guarantor Order, as the case may be, any cash or Government Obligations
held by them at any time that are not required for the payment of the
principal of, premium, if any, and interest, if any, on the Securities and
all related coupons for Securities of that series for which cash or
Government Obligations have been deposited pursuant to Section 404 or 405.

     Any money deposited with the Trustee or any Paying Agent for the
Securities of any series, or then held by the Company or the Guarantor, in
trust for the payment of the principal of (and premium, if any) and interest,
if any, on any Security of any particular series and all related coupons
appertaining thereto and remaining unclaimed for two years after such
principal (and premium, if any) and interest, if any, has become due and
payable shall, unless otherwise required by mandatory provisions of
applicable escheat, or abandoned or unclaimed property law, be paid to the
Company or the Guarantor, as the case may be, on Company Request or Guarantor
Request, or (if then held by the Company or the Guarantor) shall be
discharged from such trusts; and the Holder of such Security and all related
coupons shall, thereafter, as an unsecured general creditor, look only to the
Company (or the Guarantor pursuant to its Guarantee) for payment thereof, and
all liability of such Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company or the Guarantor as trustee thereof,
shall thereupon cease; provided, however, that such Trustee or such Paying
Agent, before being required to make any such repayment may give written
notice to the Holder of such Security in the manner set forth in Section 106,
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will, unless otherwise
required by mandatory provisions of applicable escheat, or abandoned or
unclaimed property law, be repaid to the Company or the Guarantor, as the
case may be.

Section 410.  Reinstatement.

     If the Trustee or Paying Agent for a series of Securities is unable to
apply any cash or Government Obligations, as applicable, in accordance with
Section 402, 403, 404 or 405 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's and the
Guarantor's obligations under this Indenture and the Securities of that
series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 402, 403, 404 or 405 until such time as the Trustee or
Paying Agent for that series is permitted to apply all such cash or
Government Obligations in accordance with Section 402, 403, 404 or 405;

                                     -52-

<PAGE>

provided, however, that if the Company or the Guarantor has made any payment
of principal, premium, if any, and interest, if any, on any Securities and
any related coupons because of the reinstatement of its obligations, the
Company or the Guarantor as the case may be, shall be subrogated to the
rights of the Holders of such Securities and such coupons to receive such
payment from the cash or Government Obligations, as applicable, held by such
Trustee or Paying Agent.


                                   ARTICLE V

                                   Remedies

Section 501.  Events of Default.

     "Event of Default" wherever used herein with respect to any particular
series of Securities means any one of the following events and such other
events as may be established with respect to the Securities of such series as
contemplated by Section 301 (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation
of law pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

          (1)  default in the payment of any instalment of interest upon any
     Security of that series and any related coupon when it becomes due and
     payable, and continuance of such default for a period of 30 days; or

          (2)  default in the payment of the principal of (or premium, if
     any, on) any Security of that series at its Maturity or default in the
     deposit of any sinking fund payment when and as due by the terms of any
     Security of that series; or

          (3)  default in the performance of, or breach of, any covenant or
     warranty of the Company or the Guarantor in respect of any Security of
     that series contained in this Indenture or in such Securities (other
     than a covenant or warranty a default in whose performance or whose
     breach is elsewhere in this Section specifically dealt with) or in the
     applicable Board Resolutions under which such series is issued as
     contemplated by Section 301 and continuance of such default or breach
     for a period of 60 days after there has been given, by registered or
     certified mail, to the Company and the Guarantor by the Trustee for the
     Securities of such series or to the Company, the Guarantor and such
     Trustee by the Holders of at least 25% in principal amount of the
     Outstanding Securities of that series a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or


                                     -53-

<PAGE>

          (4)  acceleration of maturity of Securities of another series or
     any other indebtedness for borrowed money of the Company or the
     Guarantor, in an aggregate principal amount exceeding $10 million, under
     the terms of the instrument or instruments under which such indebtedness
     is issued or secured, if such acceleration is not annulled within 30
     days after written notice is provided of such acceleration to the
     Company and the Guarantor; or

          (5)  the Company or the Guarantor shall commence any case or
     proceeding seeking to have an order for relief entered on its behalf as
     debtor or to adjudicate it as bankrupt or insolvent or seeking
     reorganization, liquidation, dissolution, winding-up, arrangement,
     composition or readjustment of its debts or any other relief under any
     bankruptcy, insolvency, reorganization, liquidation, dissolution,
     arrangement, composition, readjustment of debt or other similar act or
     law of any jurisdiction, domestic or foreign, now or hereafter existing;
     or the Company or the Guarantor shall apply for a receiver, custodian or
     trustee (other than any trustee appointed as a mortgagee or secured
     party in connection with the issuance of indebtedness for borrowed money
     of the Company or the Guarantor) of it or for all or a substantial part
     of its property; or the Company or the Guarantor shall make a general
     assignment for the benefit of creditors; or the Company or the Guarantor
     shall take any corporate action in furtherance of any of the foregoing;
     or

          (6)  an involuntary case or other proceeding shall be commenced
     against the Company or the Guarantor with respect to it or its debts
     under any bankruptcy, insolvency or other similar law now or hereafter
     in effect seeking the appointment of a trustee, receiver, liquidator,
     custodian or similar official of the Company or the Guarantor or any
     substantial part of either's property; and such case or other proceeding
     (A) results in the entry of an order for relief or a similar order
     against either the Company or the Guarantor or (B) shall continue
     unstayed and in effect for a period of 60 consecutive days; or

          (7)  any other Event of Default provided in the Security or the
     Board Resolution with respect to Securities of that series.

Section 502.  Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to any particular series of
Securities and any related coupons occurs and is continuing (other than an
Event of Default described in Section 501(5) or 501(6)), then and in every
such case either the Trustee for the Securities of such series or the Holders
of not less than 25% in principal amount of the Outstanding Securities of
that series may declare the entire principal amount (or, in the case of
(i) OID Securities, such lesser amount as may be provided for in the terms of

                                     -54-

<PAGE>

that series or (ii) Indexed Securities, the amount determined in accordance
with the specified terms of those Securities) of all the Securities of that
series, to be due and payable immediately, by a notice in writing to the
Company and the Guarantor (and to such Trustee if given by Holders), and upon
any such declaration of acceleration such principal or such lesser amount, as
the case may be, together with accrued interest and all other amounts owing
hereunder, shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly
waived.

     If any Event of Default specified in Section 501(5) or 501(6) occurs
with respect to the Company or the Guarantor, all of the unpaid principal
amount (or, if the Securities of any series then outstanding are (i) OID
Securities, such lesser amount as may be provided for in the terms of that
series or (ii) Indexed Securities, the amount determined in accordance with
the specified terms of those Securities) and accrued interest on all
Securities of each series then outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act by the
Trustee or any Holder.

     At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee for the Securities of any series as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company, the Guarantor
and such Trustee, may rescind and annul such declaration and its consequences
if:

          (1)  the Company or the Guarantor has paid or deposited with such
     Trustee a sum sufficient to pay in the currency or currency unit in
     which the Securities of such series are payable (except as otherwise
     specified pursuant to Section 301 for the Securities of such series and
     except as provided in Sections 311(b) and 311(d).

               (A)  all overdue interest on all Securities of that series and
          any related coupons;

               (B)  the principal of (and premium, if any, on) any Securities
          of that series which have become due otherwise than by such
          declaration of acceleration and interest thereon from the date such
          principal became due at a rate per annum equal to the rate borne by
          the Securities of such series (or, in the case of (i) OID
          Securities, the Securities' Yield to Maturity or (ii) Indexed
          Securities, the rate determined in accordance with the specified
          terms of those Securities), to the extent that the payment of such
          interest shall be legally enforceable;


                                     -55-

<PAGE>

               (C)  to the extent that payment of such interest is lawful,
          interest upon overdue interest at a rate per annum equal to the
          rate borne by the Securities of such series (or, in the case of
          (i) OID Securities, the Securities' Yield to Maturity or
          (ii) Indexed Securities, the rate determined in accordance with the
          specified terms of those Securities); and

               (D)  all sums paid or advanced by such Trustee hereunder and
          the reasonable compensation, expenses, disbursements and advances
          of such Trustee, its agents and counsel and all other amounts due
          to such Trustee under Section 607;

          and

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

Section 503.  Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company covenants that if:

          (1)  default is made in the payment of any interest upon any
     Security of any series and any related coupons when such interest
     becomes due and payable and such default continues for a period of 30
     days; or

          (2)  default is made in the payment of the principal of (or
     premium, if any, on) any Security of any series at its Maturity;

the Company will, upon demand of the Trustee for the Securities of such
series, pay to it, for the benefit of the Holders of such Securities and
coupons, the whole amount then due and payable on such Securities and coupons
for principal (and premium if any) and interest, if any, with interest upon
the overdue principal (and premium, if any) and, to the extent that payment
of such interest shall be legally enforceable, upon any overdue installments
of interest at a rate per annum equal to the rate borne by such Securities
(or, in the case of (i) OID Securities, the Securities' Yield to Maturity or
(ii) Indexed Securities, the rate determined in accordance with the specified
terms of those Securities); and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of such
Trustee, its agents and counsel and all other amounts due to such Trustee
under Section 607.

                                     -56-

<PAGE>

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

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

Section 504.  Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relating to the Company, the Guarantor or any other
obligor upon the Securities of any series or the property of the Company, the
Guarantor or of such other obligor or their creditors, the Trustee for the
Securities of such series (irrespective of whether the principal (or, if the
Securities of such series are (i) OID Securities or (ii) Indexed Securities,
such amount as may be due and payable with respect to such Securities
pursuant to a declaration in accordance with Section 502) of any Security of
such series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether such Trustee shall have
made any demand on the Company or the Guarantor for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in
such proceeding or otherwise

          (i)  to file and prove a claim for the whole amount of principal
     (or, if the Securities of such series are (i) OID Securities or
     (ii) Indexed Securities, such amount as may be due and payable with
     respect to such Securities pursuant to a declaration in accordance with
     Section 502) (and premium, if any) and interest, if any, owing and
     unpaid in respect of the Securities of such series and any related
     coupons and to file such other papers or documents as may be necessary
     or advisable in order to have the claims of such Trustee (including any
     claim for the reasonable compensation, expenses, disbursements and
     advances of such Trustee, its agents and counsel and all other amounts
     due to such Trustee under Section 607) and of the Holders of the

                                     -57-

<PAGE>

     Securities of such series and any related coupons allowed in such
     judicial proceeding;

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

        (iii)  unless prohibited by law or applicable regulations, to vote on
     behalf of the Holders of the Securities of such series in any election
     of a trustee in bankruptcy or other person performing similar functions;

and any receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to such Trustee,
and in the event that such Trustee shall consent to the making of such
payments directly to the Holders of Securities and coupons, to pay to such
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel, and any
other amounts due such Trustee under Section 607.

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

Section 505.  Trustee May Enforce Claims Without Possession of Securities or
Coupons.

     All rights of action and claims under this Indenture or the Securities
or coupons of any series may be prosecuted and enforced by the Trustee for
the Securities of any series without the possession of any of the Securities
or coupons of such series or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by such Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of such Trustee, its
agents and counsel and all other amounts due to such Trustee under Section
607, be for the ratable benefit of the Holders of the Securities and coupons
of such series in respect of which such judgment has been recovered.






                                     -58-

<PAGE>

Section 506.  Application of Money Collected.

     Any money collected by the Trustee for the Securities of any series
pursuant to this Article with respect to the Securities or coupons of such
series shall be applied in the following order, at the date or dates fixed by
such Trustee and, in case of the distribution of such money on account of
principal (or premium, if any) or interest, if any, upon presentation of the
Securities or coupons of such series, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

            First: To the payment of all amounts due such Trustee under
     Section 607;

            Second: To the payment of the amounts then due and unpaid upon
     the Securities and coupons of such series for principal of (and premium,
     if any) and interest, if any, on such Securities in respect of which or
     for the benefit of which such money has been collected, ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on such Securities and coupons for principal (and premium, if
     any) and interest, if any, respectively; and

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

Section 507.  Limitation on Suits.

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

          (1)  an Event of Default with respect to that series shall have
     occurred and be continuing and such Holder shall have previously given
     written notice to the Trustee for the Securities of such series of such
     default and the continuance thereof;

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

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


                                     -59-

<PAGE>

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

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

it being understood and intended that no one or more Holders of Securities of
that series 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 Securities of that series, or to enforce
any right under this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all the Holders of Securities of that
series.

Section 508.  Unconditional Right of Holders to Receive Principal (and
Premium, if any) and Interest, if any.

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

Section 509.  Restoration of Rights and Remedies.

     If the Trustee for the Securities of any series or any Holder of a
Security or coupon 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 such Trustee or
to such Holder, then and in every such case the Company, the Guarantor, such
Trustee and the Holders of Securities or coupons 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
such Trustee and such Holders shall continue as though no such proceeding had
been instituted.







                                     -60-

<PAGE>

Section 510.  Rights and Remedies Cumulative.

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

Section 511.  Delay or Omission Not Waiver.

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

Section 512.  Control by Holders.

     The Holders of a majority in principal amount of the Outstanding
Securities of any particular series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee for the Securities of such series with respect to the Securities of
that series or exercising any trust or power conferred on such Trustee with
respect to such Securities, provided that:

          (1)  such direction shall not be in conflict with any rule of law
     or with this Indenture and could not involve the Trustee in personal
     liability; and

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







                                     -61-

<PAGE>

Section 513.  Waiver of Past Defaults.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any particular series and any related coupons may
on behalf of the Holders of all the Securities of that series waive any past
default hereunder with respect to that series and its consequences, except:

          (1)  a default in the payment of the principal of (or premium, if
     any) or interest, if any, on any Security of that series; or

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

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

Section 514.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security or
coupon by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for
the Securities or coupons of any series for any action taken or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees, against any
party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Trustee for the
Securities of any series, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any particular series or to any suit instituted by
any Holder of any Security or coupon for the enforcement of the payment of
the principal of (or premium, if any) or interest, if any, on any Security of
such series or the payment of any coupon on or after the respective Stated
Maturities expressed in such Security or coupon (or, in the case of
redemption, on or after the Redemption Date).

Section 515.  Waiver of Stay or Extension Laws.

     The Company and the Guarantor each covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which

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<PAGE>

may affect the covenants or the performance of this Indenture; and the
Company and the Guarantor each (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 for any series of Securities, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

Section 516.  Judgment Currency.

     If, for the purpose of obtaining a judgment in any court with respect to
any obligation of the Company or the Guarantor hereunder or under any
Security or any related coupon, it shall become necessary to convert into any
other currency or currency unit any amount in the currency or currency unit
due hereunder or under such Security or coupon, then such conversion shall be
made by the Currency Determination Agent at the Market Exchange Rate as in
effect on the date of entry of the judgment (the "Judgment Date").  If
pursuant to any such judgment, conversion shall be made on a date (the
"Substitute Date") other than the Judgment Date and there shall occur a
change between the Market Exchange Rate as in effect on the Judgment Date and
the Market Exchange Rate as in effect on the Substitute Date, the Company and
the Guarantor agree to pay such additional amounts, if any, as may be
necessary to ensure that the amount paid is equal to the amount in such other
currency or currency unit which, when converted at the Market Exchange Rate
as in effect on the Judgment Date, is the amount due hereunder or under such
Security or coupon.  Any amount due from the Company or the Guarantor under
this Section 516 shall be due as a separate debt and is not to be affected by
or merged into any judgment being obtained for any other sums due hereunder
or in respect of any Security or coupon.  In no event, however, shall the
Company and the Guarantor be required to pay more in the currency or currency
unit due hereunder or under such Security or coupon at the Market Exchange
Rate as in effect on the Judgment Date than the amount of currency or
currency unit stated to be due hereunder or under such Security or coupon so
that in any event the Company's or the Guarantor's obligations hereunder or
under such Security or coupon will be effectively maintained as obligations
in such currency or currency unit, and the Company and the Guarantor shall be
entitled to withhold (or be reimbursed for, as the case may be) any excess of
the amount actually realized upon any such conversion on the Substitute Date
over the amount due and payable on the Judgment Date.









                                     -63-

<PAGE>

                                  ARTICLE VI

                                  The Trustee

Section 601.  Certain Duties and Responsibilities.

     (a)  Except during the continuance of an Event of Default with respect
to the Securities of any series for which the Trustee is serving as such,

          (1)  such 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 such
     Trustee; and

          (2)  in the absence of bad faith on its part, such 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 such 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 such
     Trustee, such Trustee shall be under a duty to examine the same to
     determine whether or not they conform to the requirements of this
     Indenture.

     (b)  In case an Event of Default with respect to a series of Securities
has occurred and is continuing, the Trustee for the Securities of such series
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 man
would exercise or use under the circumstances in the conduct of his own
affairs.

     (c)  No provision of this Indenture shall be construed to relieve the
Trustee for Securities of any series from liability for its own grossly
negligent action, its own grossly negligent failure to act, or its own
willful misconduct, except that:

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

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

          (3)  such Trustee shall not be liable with respect to any action
     taken, suffered or omitted to be taken by it in good faith in accordance
     with the direction of the Holders of a majority in principal amount of
     the Outstanding Securities of any particular series, determined as

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<PAGE>

     provided in Section 512, relating to the time, method and place of
     conducting any proceeding for any remedy available to such Trustee, or
     exercising any trust or power conferred upon such Trustee, under this
     Indenture with respect to the Securities of that series; and

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

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

Section 602.  Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with
respect to Securities of any particular series, the Trustee for the
Securities of such series shall give to Holders of Securities of that series,
in the manner set forth in Section 106, notice of such default known to such
Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest, if any, on any Security of
that series, or in the deposit of any sinking fund payment with respect to
Securities of that series, such Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee
or a trust committee of directors and/or Responsible Officers of such Trustee
in good faith determines that the withholding of such notice is in the
interest of the Holders of Securities of that series and related coupons; and
provided, further, that in the case of any default of the character specified
in Section 501(3) with respect to Securities of that series no such notice to
Holders shall be given until at least 60 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event which is,
or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of that series.









                                     -65-

<PAGE>

Section 603.  Certain Rights of Trustee.

     Except as otherwise provided in Section 601:

          (a)  the Trustee for any series of Security may rely and shall be
     protected in acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     discretion, consent, order, bond, 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 or the Guarantor
     mentioned herein shall be sufficiently evidenced by a Company Request or
     Company Order or Guarantor Request or Guarantor Order and any resolution
     of the Board of Directors of the Company or the Guarantor may be
     sufficiently evidenced by a Board Resolution;

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

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

          (e)  such 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 of Securities of any series pursuant to
     this Indenture for which it is acting as Trustee, unless such Holders
     shall have offered to such 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)  such 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, discretion, consent,
     order, bond, debenture or other paper or document, but such Trustee, in
     its discretion, may make such further inquiry or investigation into such
     facts or matters at it may see fit, and, if such Trustee shall determine
     to make such further inquiry or investigation, it shall be entitled to
     examine the books, records and premises of both the Company and the
     Guarantor, personally or by agent or attorney; and



                                     -66-

<PAGE>

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

Section 604.  Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication thereof, and the Guarantees, and in
any coupons shall be taken as the statements of the Company or the Guarantor,
as the case may be, and neither the Trustee for any series of Securities, nor
any Authenticating Agent assumes any responsibility for their correctness.
The Trustee for any series of Securities makes no representations as to the
validity or sufficiency of this Indenture or of the Securities of any series
or the Guarantees or coupons.  Neither the Trustee for any series of
Securities nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 605.  May Hold Securities.

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

Section 606.  Money Held in Trust.

     Money held by the Trustee for any series of Securities in trust
hereunder need not be segregated from other funds except as provided in
Section 115 and except to the extent required by law.  The Trustee for any
series of Securities shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company or the
Guarantor, as the case may be.

Section 607.  Compensation and Reimbursement.

     The Company and the Guarantor jointly and severally agree:

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


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<PAGE>

          (2)  except as otherwise expressly provided herein, to reimburse
     the Trustee for any series of Securities in Dollars upon its request for
     all reasonable expenses, disbursements and advances incurred or made by
     such Trustee in accordance with any provision of this Indenture
     (including the reasonable compensation and the expenses and
     disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its gross negligence
     or bad faith; and

          (3)  to indemnify such Trustee and its agents in Dollars for, and
     to hold them harmless against, any loss, liability or expense incurred
     without gross negligence or bad faith on their part, arising out of or
     in connection with the acceptance or administration of this trust,
     including the costs and expenses of defending themselves against any
     claim or liability in connection with the exercise or performance of any
     of their powers or duties hereunder.

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

Section 608.  Disqualification; Conflicting Interests.

     The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required
thereby.  Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of
Section 310(b) of the Trust Indenture Act.  In determining whether the
Trustee has a conflicting interest as defined in Section 310(b) of the Trust
Indenture Act with respect to the Securities of any series, there shall be
excluded Securities of any particular series of Securities other than that
series.

Section 609.  Corporate Trustee Required; Different Trustees for Different
Series; Eligibility.

     There shall at all times be a Trustee hereunder which shall be

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


                                     -68-

<PAGE>

         (ii)  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 other 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 trustee, having a combined capital and surplus of at least
     $50,000,000.  If such corporation publishes reports of condition at
     least annually, pursuant to law or to requirements of the aforesaid
     supervising or examining authority, then for the purposes of this
     Section, the combined capital and surplus of such corporation shall be
     deemed to be its  combined capital and surplus as set forth in its most
     recent report of condition so published.  None of the Company, the
     Guarantor or any Person directly or indirectly controlling, controlled
     by, or under the common control of the Company or the Guarantor shall
     serve as Trustee for the Securities.  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 hereunder
     specified in this Article.

Section 610.  Resignation and Removal; Appointment of Successor.

     (a)  No resignation or removal of the Trustee for the Securities of any
series and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 611.

     (b)  The Trustee for the Securities of any series may resign at any time
with respect to the Securities of such series by giving written notice
thereof to the Company and the Guarantor.  If the instrument of acceptance by
a successor Trustee required by Section 611 shall not have been delivered to
the Trustee for the Securities of such series within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     (c)  The Trustee for the Securities of any series may be removed at any
time with respect to the Securities of such series by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series,
delivered to such Trustee and to the Company and to the Guarantor.

     (d)  If at any time:

          (1)  the Trustee for the Securities of any series shall fail to
     comply with Section 310(b) of the Trust Indenture Act pursuant to
     Section 608 hereof after written request therefor by the Company or the

                                     -69-

<PAGE>

     Guarantor or by any Holder who has been a bona fide Holder of a Security
     of such series for at least six months, unless the Trustee's duty to
     resign is stayed in accordance with the provisions of Section 310(b) of
     the Trust Indenture Act, or

          (2)  such Trustee shall cease to be eligible under Section 609 and
     shall fail to resign after written request therefor by the Company or
     the Guarantor or by any such Holder, or

          (3)  such Trustee shall become incapable of acting or shall be
     adjudged a bankrupt or insolvent or a receiver of such Trustee or of its
     property shall be appointed or any public officer shall take charge or
     control of such Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, then, in any such case, (i)
     the Company by a Board Resolution may remove such Trustee or (ii)
     subject to Section 514, any Holder who has been a bona fide Holder of a
     Security of such series for at least six months may, on behalf of
     himself and all others similarly situated, petition any court of
     competent jurisdiction for the removal of such Trustee and the
     appointment of a successor Trustee.

     (e)  If the Trustee for the Securities of any series shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for the Securities of any series for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee
with respect to the Securities of such series and shall comply with the
applicable requirements of Section 611.  If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of such series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the
Guarantor and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee for the
Securities of such series and supersede the successor Trustee appointed by
the Company.  If no successor Trustee for the Securities of such series shall
have been so appointed by the Company or the Holders and shall have accepted
appointment in the manner required by Section 611, and if such Trustee is
still incapable of acting, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.

     (f)  The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any

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<PAGE>

series in the manner and to the extent provided in Section 106.  Each notice
shall include the name of the successor Trustee with respect to the
Securities of that series and the address of its Corporate Trust Office.

Section 611.  Acceptance of Appointment by Successor.

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

     (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company,
the Guarantor, the retiring Trustee and each successor Trustee with respect
to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee and (3) shall
add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company, the Guarantor

                                     -71-

<PAGE>

or any successor Trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

Section 612.   Merger, Conversion, Consolidation or Succession to Business.

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

Section 613.  Preferential Collection of Claims Against Company.

     The Trustee is subject to Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act.  A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent indicated.

Section 614.  Authenticating Agents.

       From time to time the Trustee for the Securities of any series may,
subject to its sole discretion, appoint one or more Authenticating Agents
with respect to the Securities of such series, which may include the Company
or any Affiliate of the Company, with power to act on the Trustee's behalf
and subject to its discretion in the authentication and delivery of

                                     -72-

<PAGE>

Securities of such series in connection with transfers and exchanges under
Sections 304, 305 and 1107 as fully to all intents and purposes as though
such Authenticating Agent had been expressly authorized by those Sections of
this Indenture to authenticate and deliver Securities of such series. For all
purposes of this Indenture, the authentication and delivery of Securities of
such series by an Authenticating Agent for such Securities pursuant to this
Section shall be deemed to be authentication and delivery of such Securities
"by the Trustee" for the Securities of such series. Any such Authenticating
Agent shall at all times be a corporation organized and doing business under
the laws of the United States or of any State, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $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 the requirements of such supervising or
examining authority, then for the purposes of this Section the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent for any series of
Securities 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 any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating
Agent shall be a party, or any corporation succeeding to the corporate trust
business of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section, without the execution or filing of any paper or
any further act on the part of the parties hereto or the Authenticating Agent
or such successor corporation.

       Any Authenticating Agent for any series of Securities may resign at
any time by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at
any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company and the
Guarantor in the manner set forth in Section 105. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent for any series of Securities shall cease to be eligible
under this Section, the Trustee for such series may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Company and the Guarantor and shall give written notice of such appointment
to all Holders of Securities of such series in the manner set forth in
Section 106. 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

                                     -73-

<PAGE>

as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

       If an appointment with respect to one or more series of Securities is
made pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certification of
authentication, an alternate certificate of authentication in the following
form:

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

THE CHASE MANHATTAN BANK, as Trustee

By_________________________              By_______________________________
  As Authenticating Agent                        Authorized Officer"



                                 ARTICLE VII

         Holders' Lists and Reports by Trustee, Company and Guarantor

Section 701.  Company and Guarantor to Furnish Trustee Names and Addresses of
Holders.

       With respect to each particular series of Securities, the Company and
the Guarantor will furnish or cause to be furnished to the Trustee for the
Securities of such series,

          (a)  semiannually, not more than 15 days after each Regular Record
     Date relating to that series (or, if there is no Regular Record Date
     relating to that series, on June 30 and December 31), a list, in such
     form as such Trustee may reasonably require, containing all the
     information in the possession or control of the Company or the Guarantor
     or any of its Paying Agents other than such Trustee as to the names and
     addresses of the Holders of that series as of such dates,

          (b)  on semi-annual dates on each year to be determined pursuant to
     Section 301 if the Securities of such series do not bear interest, a
     list of similar form and content, and


                                     -74-

<PAGE>

          (c)  at such other times as such Trustee may request in writing,
     within 30 days after the receipt by the Company or the Guarantor of any
     such request, a list of similar form and content as of a date not more
     than 15 days prior to the time such list is furnished,

excluding from any such list names and addresses received by such Trustee in
its capacity as Security Registrar for the Securities of such series, if so
acting.

Section 702.  Preservation of Information; Communications to Holders.

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

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

          (i)  afford such applicants access to the information preserved at
     the time by such Trustee in accordance with Section 702(a), or

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

     If any such Trustee shall elect not to afford such applicants access to
that information, such Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of that series whose name and
address appears in the information preserved at the time by such Trustee in

                                     -75-

<PAGE>

accordance with Section 702(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to such Trustee of the material to be mailed and of payment,
or provision for the payment, of the reasonable expenses of mailing, unless
within five days after such tender, such Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of such
Trustee, such mailing would be contrary to the best interests of the Holders
of Securities of that series or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion.  If the
Commission, after opportunity for a hearing upon the objections specified in
the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more
of such objections, the Commission shall find, after notice and opportunity
for hearing, that all the objections so sustained have been met and shall
enter an order so declaring, such Trustee shall mail copies of such material
to all such Holders with reasonable promptness after the entry of such order
and the renewal of such tender; otherwise such Trustee shall be relieved of
any obligation or duty to such applicants respecting their application.

     (c)  Every Holder of Securities of each series or coupons, by receiving
and holding the same, agrees with the Company, the Guarantor and the Trustee
for the Securities of such series that neither the Company, the Guarantor nor
such Trustee, nor any agent of either of them shall be held accountable by
reason of the disclosure of any such information as to the names and
addresses of the Holders of the Securities of such series in accordance with
Section 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 702(b).

Section 703.  Reports by Trustee.

     (a)  Within 60 days after March 15 of each year, the Trustee for the
Securities of each series shall mail to each Holder of the Securities of such
series entitled to receive reports pursuant to Section 704(3), a brief
reported dated as of such date that complies with Section 313(a) of the Trust
Indenture Act.   The Trustee for the Securities of each series shall also
comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.

     (b)  At the time that the Trustee for the Securities of each series
mails such a report to the Holders of Securities of such series, each such
Trustee shall file a copy of that report with the Commission and with each
stock exchange on which the Securities of that series are listed.  The
Company shall provide notice to the appropriate Trustee when the Securities
of any series are listed on any stock exchange.



                                     -76-

<PAGE>

Section 704.  Reports by Company and the Guarantor.

     The Company and the Guarantor will:

          (1)  file with the Trustee for the Securities of such series,
     within 15 days after the Company or the Guarantor, as the case may be,
     is required to file the same with the Commission, copies of the annual
     reports and of the information, documents and other reports (or copies
     of such portions of any of the foregoing as the Commission may from time
     to time by rules and regulations prescribe) which the Company or the
     Guarantor may be required to file with the Commission pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or,
     if the Company or the Guarantor is not required to file information,
     documents or reports pursuant to either of said Sections, then it will
     file with such Trustee and the Commission, in accordance with rules and
     regulations prescribed from time to time by the Commission, such of the
     supplementary and periodic information, documents and reports which may
     be required pursuant to Section 13 of the Securities Exchange Act of
     1934 in respect of a security listed and registered on a national
     securities exchange as may be prescribed from time to time in such rules
     and regulations;

          (2)  file with the Trustee for the Securities of such series and
     the Commission, in accordance with rules and regulations prescribed from
     time to time by the Commission, such additional information, documents,
     and reports with respect to compliance by the Company or the Guarantor
     with the conditions and covenants of this Indenture as may be required
     from time to time by such rules and regulations; and

          (3)  transmit by mail to all Holders of Securities of each series,
     as provided in Section 703(c), within 30 days after the filing thereof
     with the Trustee for the Securities of such series, such summaries of
     any information, documents and reports required to be filed by the
     Company or the Guarantor, as the case may be pursuant to paragraphs (1)
     and (2) of this Section as may be required by rules and regulations
     prescribed from time to time by the Commission.












                                     -77-

<PAGE>

                                 ARTICLE VIII

                 Consolidation, Merger, Conveyance or Transfer

Section 801.  Company or Guarantor May Consolidate, Etc., Only on Certain
Terms.

     Neither the Company nor the Guarantor shall consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person unless:

          (1)  the corporation formed by such consolidation or into which the
     Company or the Guarantor is merged or the Person which acquires by
     conveyance or transfer the properties and assets of the Company or the
     Guarantor substantially as an entirety shall be a corporation organized
     and existing under the laws of the United States of America, any State
     thereof or the District of Columbia, and shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee for
     each series of Securities, in form satisfactory to each such Trustee,
     the due and punctual payment of the principal of (and premium, if any)
     and interest, if any, (including all additional amounts, if any, payable
     pursuant to Sections 516 or 1010) on all the Securities and any related
     coupons and the performance of every covenant of this Indenture on the
     part of the Company to be performed or observed and, in the case of the
     Guarantor, the due and punctual performance of the Guarantees and the
     performance of every covenant of this Indenture on the part of the
     Guarantor to be performed or observed;

          (2)  immediately after giving effect to such transaction, no Event
     of Default with respect to any series of Securities, and no event which,
     after notice or lapse of time, or both, would become an Event of Default
     with respect to any series of Securities, shall have happened and be
     continuing;

          (3)  the Company or the Guarantor, as the case may be, has
     delivered to the Trustee for each series of Securities an Officers'
     Certificate and an Opinion of Counsel each stating that such
     consolidation, merger, conveyance or transfer and such supplemental
     indenture comply with this Article and that all conditions precedent
     herein provided for relating to such transaction have been complied
     with.







                                     -78-

<PAGE>

Section 802.  Successor Corporation Substituted.

     Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of the Company or the Guarantor substantially as an
entirety in accordance with Section 801, the successor corporation formed by
such consolidation or into which the Company or the Guarantor is merged or to
which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company or
the Guarantor, as the case may be, under this Indenture with the same effect
as if such successor corporation had been named as the Company or the
Guarantor, as the case may be, herein and thereafter the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture, the Securities, the Guarantees and any related coupons and, in the
event of any such consolidation, merger, conveyance or transfer, the Company
or the Guarantor as the predecessor corporation may thereupon or at any time
thereafter be dissolved, wound up, or liquidated.

                                  ARTICLE IX

                            Supplemental Indentures

Section 901.  Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders of Securities or coupons, the
Company, when authorized by a Board Resolution, the Guarantor, when
authorized by a Board Resolution, and the Trustee for the Securities of any
or all series, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to such Trustee, for any
of the following purposes:

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

          (2)  to add to the covenants of the Company or the Guarantor, for
     the benefit of the Holders of all or any particular series of Securities
     and any related coupons (and, if such covenants are to be for the
     benefit of fewer than all series of Securities, stating that such
     covenants are being included solely for the benefit of such series), or
     to surrender any right or power herein conferred upon the Company or the
     Guarantor; or

          (3)  to add any additional Events of Default with respect to any or
     all series of Securities (and, if any such Event of Default applies to
     fewer than all series of Securities, stating each series to which such
     Event of Default applies); or

                                     -79-

<PAGE>

          (4)  to add to or to change any of the provisions of this Indenture
     to provide that Bearer Securities may be registrable as to principal, to
     change or eliminate any restrictions on the payment of principal of or
     any premium or interest on Bearer Securities, to permit Bearer
     Securities to be issued in exchange for Registered Securities, to permit
     Bearer Securities to be issued in exchange for Bearer Securities of
     other authorized denominations, to provide for the issuance of
     uncertificated Securities of any series in addition to or in place of
     any certificated Securities and to make all appropriate changes for such
     purposes; provided, however, that any such action shall not adversely
     affect the interests of the Holders of Securities of any series or any
     related coupons in any material respect; or

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

          (6)  to evidence and provide for the acceptance of appointment
     hereunder of a Trustee other than The Chase Manhattan Bank as Trustee
     for a series of Securities and to add to or change any of the provisions
     of this Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee,
     pursuant to the requirements of Section 609; or

          (7)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one
     or more series and to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee,
     pursuant to the requirements of Section 611(b); or

          (8)  to add to the conditions, limitations and restrictions on the
     authorized amount, form, terms or purposes of issue, authentication and
     delivery of Securities, as herein set forth, other conditions,
     limitations and restrictions thereafter to be observed; or

          (9)  to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Section 401; provided,
     however, that any such action shall not adversely affect the interests
     of the Holders of Securities of such series and any related coupons or
     any other series of Securities in any material respect; or




                                     -80-

<PAGE>

          (10)  to add to or change or eliminate any provisions of this
     Indenture as shall be necessary or desirable in accordance with any
     amendments to the Trust Indenture Act; or

          (11)  to provide for Guarantees, with respect to any one or more
     particular series of Securities to be issued and authenticated
     hereunder, which are subordinate and junior in right of payment to the
     prior payment in full of certain indebtedness of the Guarantor (to be
     defined therein as "Senior Indebtedness"), to the extent and in the
     manner set forth therein; or

          (12)  to issue and establish the form and terms of any series of
     Securities or the Guarantees to be endorsed thereon; or

          (13)  to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, to
     convey, transfer, assign, mortgage or pledge any property to or with the
     Trustee for the Securities of any series or to surrender any right or
     power herein conferred upon the Company or the Guarantor, or to make any
     other provisions with respect to matters or questions arising under this
     Indenture, provided such action shall not adversely affect the interests
     of the Holders of Securities of any particular series in any material
     respect.

Section 902.  Supplemental Indentures With Consent of Holders.

     The Company, when authorized by a Board Resolution, the Guarantor, when
authorized by a Board Resolution, and the Trustee for the Securities of any
or all series 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 such Securities and any related coupons
under this Indenture, but only with the consent of the Holders of more than
50% in aggregate principal amount of the Outstanding Securities of each
series of Securities then Outstanding affected thereby, in each case by Act
of said Holders of Securities of each such series delivered to the Company
and the Trustee for Securities of each such series; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:

          (1)  change the Stated Maturity of the principal of, or any
     instalment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon, if any (or, in
     the case of OID Securities, reduce the rate of accretion of original
     issue discount), or any premium payable upon the redemption thereof, or
     change any obligation of the Company or the Guarantor to pay additional
     amounts pursuant to Section 1009 (except as contemplated by Section

                                     -81-

<PAGE>

     801(1) and permitted by Section 901(1)) or reduce the amount of the
     principal of an OID Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof, or provable in
     bankruptcy, or, in the case of Indexed Securities, reduce the amount
     payable in accordance with the terms of those Securities upon a
     declaration of acceleration of Maturity thereof, or provable in
     bankruptcy, pursuant to Section 502, or change the Place of Payment, or
     the currency or currency unit in which any Security or the principal or
     interest thereon is payable, or impair the right to institute suit for
     the enforcement of any such payment on or after the Stated Maturity
     thereof (or, in the case of redemption, on or after the Redemption
     Date); or impair any right of Holders of Securities hereunder to repay
     or purchase Securities at their option; or reduce or alter the method of
     computation of any amount payable upon redemption, repayment or purchase
     of any Securities by the Issuer or the Guarantor (or the time when such
     redemption, repayment or purchase may be made); or

          (2)  reduce the percentage in principal amount of the Outstanding
     Securities of any particular series, the consent of whose Holders is
     required for any such supplemental indenture, or the consent of whose
     Holders is required for any waiver (of compliance with certain
     provisions of this Indenture or certain defaults hereunder and their
     consequences) provided for in this Indenture; or

          (3)  modify any of the provisions of this Section or Section 513 or
     1009, 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 Security affected thereby; provided,
     however, that this clause shall not be deemed to require the consent of
     any Holder of a Security or coupon with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section and
     Section 1009, or the deletion of this proviso, in accordance with the
     requirements of Sections 609, 61l(b), 901(6) and 901(7); or

          (4)  change in any manner adverse to the interests of the Holders
     of any Outstanding Securities the terms and conditions of the
     obligations of the Guarantor in respect of the due and punctual payment
     of the principal thereof, premium, if any, and interest, if any, thereon
     or any sinking fund payments provided in respect thereof.

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


                                     -82-

<PAGE>

     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 903.  Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee for any series of
Securities shall be entitled to receive, and (subject to Section 601) shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee for any series of Securities may, but shall not be
obligated to, enter into any such supplemental indenture which affects such
Trustee's own rights, liabilities, duties or immunities under this Indenture
or otherwise.

Section 904.  Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder and of any coupons appertaining thereto shall be bound
thereby.

Section 905.  Conformity With Trust Indenture Act.

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

Section 906.  Reference in Securities to Supplemental Indentures.

     Securities of any particular series authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee for the Securities of such series, bear a
notation in form approved by such Trustee as to any matter provided for in
such supplemental indenture.  If the Company and the Guarantor shall so
determine, new Securities of any series and any related coupons so modified
as to conform, in the opinion of the Trustee for the Securities of such
series and the Board of Directors of both Company and the Guarantor, to any
such supplemental indenture may be prepared and executed by the Company,
Guarantees endorsed thereon may be executed by the Guarantor and such
Securities may be authenticated and delivered by such Trustee in exchange for
Outstanding Securities of such series and any related coupons.



                                     -83-

<PAGE>

                                   ARTICLE X

                                   Covenants

Section 1001.  Payment of Principal (and Premium, if any) and Interest, if
any.

     The Company agrees, for the benefit of each particular series of
Securities, that it will duly and punctually pay in the currency or currency
unit in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and
except as provided in Sections 311(b) and 311(d)) the principal of (and
premium, if any) and interest, if any, on that series of Securities in
accordance with the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture.  Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.  The
interest, if any, due in respect of any temporary or permanent Global
Security, together with any additional amounts payable in respect thereof, as
provided in the terms and conditions of such Security, shall be payable,
subject to the conditions set forth in Section 1011, only upon presentation
of such Security to the Trustee thereof for notation thereon of the payment
of such interest.

Section 1002.  Maintenance of Office or Agency.

     If Securities of a series are issuable only as Registered Securities the
Company and the Guarantor each will maintain in each Place of Payment for
that series an office or agency where Securities of that series may be
presented or surrendered for payment, an office or agency where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company or the Guarantor with
respect to the Securities of that series and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the Company and
the Guarantor each will maintain (A) an office or agency (which may be the
same office or agency) in a Place of Payment for that series in the United
States where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange, where notices and demands to or upon the
Company or the Guarantor in respect of the Securities of that series and this
Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment

                                     -84-

<PAGE>

for that series which is located outside the United States, an office or
agency where Securities of that series and related coupons may be presented
and surrendered for payment; provided, however, that if the Securities of
that series are listed on the Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require,
the Company will maintain a Paying Agent for the Securities of that series in
Luxembourg or any other required city located outside the United States, as
the case may be, so long as the Securities of that series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series located outside the United States an office
or agency where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company
or the Guarantor in respect of the Securities of that series and this
Indenture may be served.  The Company and the Guarantor will give prompt
written notice to the Trustee for the Securities of that series of the
location, and any change in the location, of any such office or agency.  If
at any time the Company or the Guarantor shall fail to maintain any such
required office or agency in respect of any series of Securities or shall
fail to furnish the Trustee for the Securities of that series with the
address thereof, such presentations (to the extent permitted by law), and
surrenders of Securities of that series may be made and notices and demands
may be made or served at the Corporate Trust Office of such Trustee, except
that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment at the offices specified in the
Security, and the Company and the Guarantor hereby appoint the same as their
agent to receive such respective presentations, surrenders, notices and
demands.

     No payment of principal (and premium, if any) or interest, if any, on
Bearer Securities shall be made at any office or agency of the Company or the
Guarantor in the United States or by check mailed to any address in the
United States or by transfer to an account maintained with a bank located in
the United States.  Payments will not be made in respect of Bearer Securities
or coupons appertaining thereto pursuant to presentation to the Company, the
Guarantor or their designated Paying Agents within the United States.
Notwithstanding the foregoing, payment of principal of (and premium, if any)
and interest, if any, on any Bearer Security denominated and payable in
Dollars will be made at the office of the Company's or the Guarantor's Paying
Agent in the United States, if, and only if, payment in Dollars of the full
amount of such principal, premium or interest, as the case may be, at all
offices or agencies outside the United States maintained for that purpose by
the Company or the Guarantor in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions and
the Company or the Guarantor has delivered to the Trustee an Opinion of
Counsel to that effect.


                                     -85-

<PAGE>

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

     If and so long as the Securities of any series (i) are denominated in a
currency other than Dollars or (ii) may be payable in a currency other than
Dollars, or so long as it is required under any other provision of the
Indenture, then the Company and the Guarantor will maintain with respect to
each such series of Securities, or as so required, a Currency Determination
Agent.

Section 1003.  Money for Securities Payments To Be Held in Trust.

     If the Company or the Guarantor shall at any time act as its own Paying
Agent with respect to any particular series of Securities and any related
coupons, it will, on or before each due date of the principal of (and
premium, if any) or interest, if any, on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currency unit in which the Securities of
such series are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series and except as provided in Sections
311(b) and 311(d)) sufficient to pay the principal (and premium, if any) and
interest, if any, 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 for the Securities of such series of its action or failure so to
act.

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



                                     -86-

<PAGE>

     The Company will cause each Paying Agent for any particular series of
Securities other than the Trustee for the Securities of such series to
execute and deliver to such Trustee an instrument in which such Paying Agent
shall agree with such Trustee, subject to the provisions of this Section,
that such Paying Agent will:

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

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

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

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

Section 1004.  Payment of Taxes and Other Claims.

     The Company and the Guarantor will each pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon it or upon its
income, profits or property, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon its property;
provided, however, that neither the Company nor the Guarantor shall 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.







                                     -87-

<PAGE>

Section 1005.  Statements as to Compliance.

     The Company and the Guarantor will each deliver to the Trustee for each
series of Securities, within 120 days after the end of each fiscal year, a
written statement signed by the principal executive officer, principal
financial officer or principal accounting officer of the Company or the
Guarantor, as the case may be, stating that:

          (1)  a review of the activities of the Company or the Guarantor, as
     the case may be, during such year and of performance under this
     Indenture has been made under his supervision; and

          (2)  to the best of his knowledge, based on such review, the
     Company or the Guarantor, as the case may be, is in compliance with all
     conditions and covenants under this Indenture.

     For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

Section 1006.  Corporate Existence.

     Subject to Article Eight, the Company and the Guarantor will each do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that neither the Company nor the Guarantor
shall be required to preserve any right or franchise if the Board of
Directors of the Company or the Guarantor, as the case may be, shall
determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company or the Guarantor, as the case may be, and that
the loss thereof is not disadvantageous in any material respect to the
Holders.

Section 1007.  Lien on Assets.

     If at any time the Company mortgages, pledges or otherwise subjects to
any lien the whole or any part of any property or assets now owned or
hereafter acquired by it except as hereinafter provided in this Section 1007,
the Company will secure the then-Outstanding Securities, and any other
obligations of the Company which may then be outstanding and entitled to the
benefit of a covenant similar in effect to this covenant, equally and ratably
with the indebtedness or obligations secured by such mortgage, pledge or
lien, for as long as any such indebtedness or obligation is so secured.  The
foregoing covenant does not apply to the creation, extension, renewal or
refunding of purchase-money mortgages or liens or other liens to which any
property or asset acquired by the Company is subject as of the date of its
acquisition by the Company; or to the making of any deposit or pledge to

                                     -88-

<PAGE>

secure public or statutory obligations or with any governmental agency at any
time required by law in order to qualify the Company to conduct its business
or any part thereof or in order to entitle it to maintain self-insurance or
to obtain the benefits of any law relating to workmen's compensation,
unemployment insurance, old age pensions or other social security; or with
any court, board, commission or governmental agency as security incident to
the proper conduct of any proceeding before it; nor shall this covenant apply
to liens for taxes, assessments or governmental charges or levies not yet
delinquent or being contested in good faith by appropriate proceedings
diligently conducted, if such reserve or other appropriate provision, if any,
as shall be required by generally accepted accounting principles shall have
been made therefor; liens of landlords and liens of mechanics and materialmen
incurred in the ordinary course of business for sums not yet due or being
contested in good faith by appropriate proceedings diligently conducted, if
such reserve or other appropriate provision, if any, as shall be required by
generally accepted accounting principles, shall have been made therefor;
leases or subleases granted to others in the ordinary course of business;
easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business and not interfering with the
ordinary conduct of the business of the Company; liens incurred in connection
with the issuance by a state or political subdivision thereof of any
securities the interest on which is exempt from federal income taxes by
virtue of Section 103 of the Code or any other laws or regulations in effect
at the time of such issuance; or liens for the sole purpose of extending,
renewing or replacing in whole or in part the indebtedness secured by any
lien referred to in the foregoing clauses or in this clause, provided,
however, that the principal amount of indebtedness secured thereby shall not
exceed the principal amount of indebtedness secured at the time of such
extension, renewal or replacement and that such extension, renewal or
replacement shall be limited to all or a part of the property which secured
the lien so extended, renewed or replaced (plus improvements on such
property).  Nothing contained in this Indenture prevents any entity other
than the Company from mortgaging, pledging or subjecting to any lien any
property or assets, whether or not acquired by such person from the Company.

Section 1008.  Waiver of Certain Covenants.

     The Company and the Guarantor may omit in any particular instance to
comply with any covenant or condition set forth in Sections 1004 to 1008,
inclusive, if before or after the time for such compliance the Holders of
more than 50% in principal amount of the Outstanding Securities of each
series of Securities affected by the omission shall, in each case 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 and the duties of the Trustee for the Securities

                                     -89-

<PAGE>

of each series with respect to any such covenant or condition shall remain in
full force and effect.

Section 1009.  Payment of Additional Amounts.

     If specified pursuant to Section 301, the provisions of this Section
1009 shall be applicable to Securities of any series.

     The Company or the Guarantor will, subject to the exceptions and
limitations set forth below, pay to the Holder of any Security or coupon who
is a United States Alien such additional amounts as may be necessary so that
every net payment on such Security or coupon, after deduction or withholding
by the Company or the Guarantor or any of their Paying Agents for or on
account of any present or future tax, assessment or other governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be
less than the amount provided in such Security or in such coupon to be then
due and payable.  However, the Company and the Guarantor will not be required
to make any payment of additional amounts for or on account of:

     (a)  any tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settler or
beneficiary of, or a person holding a power over, such Holder, if such Holder
is an estate or trust, or a member or shareholder of such Holder, if such
Holder is a partnership or corporation) and the United States, including,
without limitation, such Holder (or such fiduciary, settler, beneficiary,
person holding a power, member or shareholder) being or having been a
citizen, resident or treated as a resident thereof or being or having been
engaged in trade or business or present therein or having or having had a
permanent establishment therein, or (ii) such Holder's present or former
status as a personal holding company, foreign personal holding company,
controlled foreign corporation or passive foreign investment company with
respect to the United States or as a corporation that accumulates earnings to
avoid United States federal income tax;

     (b)  any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the Holder of such Security
or coupon for payment on a date more than 10 days after the date on which
such payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later;

     (c)  any estate, inheritance, gift, sales, transfer, personal property
tax or any similar tax, assessment or other governmental charge;

     (d)  any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment in respect of any Security or

                                     -90-

<PAGE>

coupon, if such payment can be made without such withholding by at least one
other Paying Agent;

     (e)  any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of such Security or
coupon;

     (f)  any tax, assessment or other governmental charge imposed on a
Holder of a Security or coupon that actually or constructively owns 10
percent or more of the total combined voting power of all classes of stock of
the Company entitled to vote within the meaning of Section 871(h)(3) of the
Code or that is a controlled foreign corporation related to the Company or
the Guarantor through stock ownership;

     (g)  any tax, assessment or other governmental charge imposed as a
result of the failure to comply with applicable certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of a Security or coupon, if such compliance is required by
statute or by regulation of the United States, as a precondition to relief or
exemption from such tax, assessment or other governmental charge;

     (h)  any tax, assessment or other governmental charge imposed with
respect to payments on any Registered Security by reason of the failure of
the Holder to fulfill the statement requirement of Sections 871(h) or 881(c)
of the Code; or

     (i)  any combination of items (a), (b), (c), (d), (e), (f), (g) and (h);

nor will additional amounts be paid with respect to any payment on any such
Security or coupon to a Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment
would be required by the laws of the United States (or any political
subdivision thereof) to be included in the income for federal income tax
purposes of a beneficiary or settler with respect to such fiduciary or a
member of such partnership or a beneficial owner who would not have been
entitled to payment of the additional amounts had beneficiary, settler,
member or beneficial owner been the Holder of such Security or coupon.

     The term "United States Alien" means any corporation, partnership,
individual or fiduciary that is, as to the United States, a foreign
corporation, a nonresident alien individual, a nonresident fiduciary of a
foreign estate or trust, or a foreign partnership one or more of the members
of which is, as to the United States, a foreign corporation, a nonresident
alien individual or a nonresident fiduciary of a foreign estate or trust.



                                     -91-

<PAGE>

     Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of (and premium, if any) and interest, if any, on
any Security or payment with respect to any coupon of any series, such
mention shall be deemed to include mention of the payment of additional
amounts provided for in the terms of such Securities and this Section to the
extent that, in such context, additional amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section and
express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

     If the Securities of a series provide for the payment of additional
amounts as contemplated by Section 301(20), at least 10 days prior to the
first Interest Payment Date with respect to that series of Securities (or if
the Securities of that series will not bear interest prior to maturity, the
first day on which a payment of principal and any premium is made), and at
least 10 days prior to each date of payment of principal (and premium, if
any) and interest, if any, if there has been any change with respect to the
matters set forth in the below mentioned Officers' Certificate, the Company
will furnish the Trustee for that series of Securities and the Company's
principal Paying Agent or Paying Agents, if other than such Trustee, with an
Officers' Certificate instructing such Trustee and such Paying Agent or
Paying Agents whether such payment of principal of (and premium, if any) and
interest, if any, on the Securities of that series shall be made to Holders
of Securities of that series or any related coupons who are United States
Aliens without withholding for or on account of any tax, assessment or other
governmental charge referred to above or described in the Securities of that
series.  If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities or coupons and the
Company or the Guarantor will pay to the Trustee for such series of
Securities or such Paying Agent such additional amounts as may be required
pursuant to the terms applicable to such series.  The Company and the
Guarantor covenant to indemnify the Trustee for such series of Securities and
any Paying Agent for, and to hold them harmless against, any loss, liability
or expense reasonably incurred without gross negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officers' Certificate furnished pursuant to this
Section 1009.









                                     -92-

<PAGE>

                                  ARTICLE XI

                           Redemption of Securities

Section 1101.  Applicability of This Article.

     Redemption of Securities of any series (whether by operation of a
sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form
of Security and this Article; provided, however, that if any provision of any
such form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern.

Section 1102.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities of any series shall
be evidenced by or pursuant to a Board Resolution.  In case of any redemption
at the election of the Company of less than all of the Securities of any
particular series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee for the Securities of such series) notify such
Trustee by Company Request of such Redemption Date and of the principal
amount of Securities of that series to be redeemed and shall deliver to such
Trustee such documentation and records as shall enable such Trustee to select
the Securities to be redeemed pursuant to Section 1103.  In the case of any
redemption of Securities of any series prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee for
Securities of such series with an Officers' Certificate evidencing compliance
with such restriction.

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

     If less than all the Securities are to be redeemed, the Company may
select the series to be redeemed, and if less than all the Securities of any
series are to be redeemed, the particular Securities of that series to be
redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee for the Securities of such series, from the Outstanding
Securities of that series not previously called for redemption, by such
method as such Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series, or any integral multiple thereof)
of the principal amount of Securities of that series of a denomination larger
than the minimum authorized denomination for Securities of that series
pursuant to Section 302 in the currency or currency unit in which the
Securities of such series are denominated.


                                     -93-

<PAGE>

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

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

Section 1104.  Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section
106 not later than the thirtieth day and not earlier than the sixtieth day
prior to the Redemption Date, to each Holder of Securities to be redeemed.

     All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

          (3)  if less than all Outstanding Securities of a particular series
     are to be redeemed, the identification (and, in the case of partial
     redemption, the respective principal amounts) of the particular
     Securities to be redeemed, including the CUSIP number of such
     Securities,

          (4)  that on the Redemption Date the Redemption Price will become
     due and payable upon each such Security or portion thereof, and that
     interest thereon, if any (or in the case of OID Securities, original
     issue discount), shall cease to accrue on and after said date,

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

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

          (7)  that, unless otherwise specified in such notice, Bearer
     Securities of any series, if any, surrendered for redemption must be
     accompanied by all coupons maturing subsequent to the date fixed for
     redemption or the amount of any such missing coupon or coupons will be
     deducted from the Redemption Price or security or indemnity satisfactory

                                     -94-

<PAGE>

     to the Company, the Trustee for such series and any Paying Agent is
     furnished, and

          (8)  if Bearer Securities of any series are to be redeemed and any
     Registered Securities of such series are not to be redeemed, and if such
     Bearer Securities may be exchanged for Registered Securities not subject
     to redemption on this Redemption Date pursuant to Section 305 or
     otherwise, the last date, as determined by the Company, on which such
     exchanges may be made.

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

Section 1105.  Deposit of Redemption Price.

     Prior to the opening of business on any Redemption Date, the Company or
the Guarantor shall deposit with the Trustee for the Securities to be
redeemed or with a Paying Agent for such Securities (or, if the Company or
the Guarantor is acting as its own Paying Agent for such Securities,
segregate and hold in trust as provided in Section 1003) an amount of money
in the currency or currency unit in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such Series and except as provided in Sections 311(b) and
311(d)) sufficient to pay the principal amount of (and premium, if any,
thereon), and (except if the Redemption Date shall be an Interest Payment
Date) any accrued interest on, all the Securities which are to be redeemed on
that date.

Section 1106.  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the currency or currency unit in which
the Securities of such series are payable (except as otherwise provided
pursuant to Section 301 for the Securities of such series and except as
provided in Sections 311(b) and 311(d)) and from and after such date (unless
the Company and the Guarantor shall default in the payment of the Redemption
Price) such Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to
the extent provided below, shall be void.  Upon surrender of such Security
for redemption in accordance with said notice together with all coupons, if
any, appertaining thereto maturing after the Redemption Date, such Security
or specified portions thereof shall be paid by the Company or the Guarantor
at the Redemption Price; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United

                                     -95-

<PAGE>

States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and
surrender of coupons for such interest, and provided, further, that unless
otherwise specified as contemplated by Section 301, installments of interest
on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of
Section 307.

     If any Bearer Security surrendered for redemption shall not be
accompanied by all coupons appertaining thereto maturing after the Redemption
Date, such Security may be paid after deducting from the Redemption Price an
amount equal to the face amount of all such missing coupons or the surrender
of such missing coupon or coupons may be waived by the Company if there is
furnished to the Company, the Guarantor, the Trustee for such Security and
any Paying Agent such security or indemnity as they may require to save the
Company, the Guarantor, such Trustee and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to such Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall
have been made from the Redemption Price, such Holder shall be entitled to
receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation
and surrender of those coupons.

     If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal thereof (and premium, if any,
thereon) shall, until paid, bear interest from the Redemption Date at a rate
per annum equal to the rate borne by the Security (or, in the case of (i) OID
Securities, the Security's Yield to Maturity or (ii) Indexed Securities, the
rate determined in accordance with the specified terms of those Securities).

Section 1107.  Securities Redeemed in Part.

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

                                     -96-

<PAGE>

Registered Security so surrendered, with the Guarantee endorsed thereon duly
executed by the Guarantor.

Section 1108.  Tax Redemption; Special Tax Redemption.

     (a)  Unless otherwise specified pursuant to Section 301, Securities of
any series may be redeemed at the option of the Company in whole, but not in
part, on not more than 60 days' and not less than 30 days' notice, on any
Redemption Date at the Redemption Price specified pursuant to Section 301, if
the Company determines that (A) as a result of any change in or amendment to
the laws (or any regulations or rulings promulgated thereunder) of the United
States or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in official position regarding application
or interpretation of such laws, regulations or rulings (including a holding
by a court of competent jurisdiction in the United States), which change or
amendment is announced or becomes effective on or after a date specified in
Section 301 with respect to any Security of such series, the Company or the
Guarantor has or will become obligated to pay additional amounts pursuant to
Section 1011 with respect to any Security of such series or (B) on or after a
date specified in Section 301 with respect to any Security of such series,
any action has been taken by any taxing authority of, or any decision has
been rendered by a court of competent jurisdiction in, the United States or
any political subdivision or taxing authority thereof or therein, including
any of those actions specified in (A) above, whether or not such action was
taken or decision was rendered with respect to the Company, or any change,
amendment, application or interpretation shall be officially proposed, which,
in any such case, in the Opinion of Counsel to the Company will result in a
material probability that the Company or the Guarantor will become obligated
to pay additional amounts with respect to any Security of such series, and
(C) in any such case specified in (A) or (B) above the Company, in its
business judgment, determines that such obligation cannot be avoided by the
use of reasonable measures available to the Company.

     (b)  Unless otherwise specified pursuant to Section 301, if the Company
shall determine that any payment made outside the United States by the
Company, the Guarantor or any of their Paying Agents of principal or interest
due in respect of any Bearer Security (an "Affected Security") of such series
or any coupon appertaining thereto would, under any present or future laws or
regulations of the United States, be subject to any certification,
information or other reporting requirement of any kind, the effect of which
requirement is the disclosure to the Company, the Guarantor, any Paying Agent
or any governmental authority of the nationality, residence or identity (as
distinguished from, for example, status as a United States Alien) of a
beneficial owner of such Affected Security of such series or coupon that is a
United States Alien (other than such a requirement that (i) would not be
applicable to a payment made by the Company, the Guarantor or any one of
their Paying Agents (A) directly to the beneficial owner or (B) to a

                                     -97-

<PAGE>

custodian, nominee or other agent of the beneficial owner, (ii) can be
satisfied by such custodian, nominee or other agent certifying to the effect
that such beneficial owner is a United States Alien; provided that, in each
case referred to in clauses (i)(B) or (ii), payment by such custodian,
nominee or other agent to such beneficial owner is not otherwise subject to
any such requirement (other than a requirement which is imposed on a
custodian, nominee or other agent described in item (iv) of this sentence),
(iii) would not be applicable to a payment made by at least one other Paying
Agent of the Company or (iv) is applicable to a payment to a custodian,
nominee or other agent of the beneficial owner of such Security who is a
United States person (as hereinafter defined), a controlled foreign
corporation for United States tax purposes, a foreign person 50 percent or
more of the gross income of which for the three-year period ending with the
close of its taxable year preceding the year of payment is effectively
connected with a United States trade or business, or is otherwise related to
the United States), the Company shall elect by notice to the Trustee for such
series of Securities either (x) to redeem the Affected Securities of such
series, as a whole, at a redemption price equal to the principal amount
thereof, together with interest accrued to the date fixed for redemption, or
(y) if the conditions of the next succeeding paragraph are satisfied, to pay
the additional amounts specified in such paragraph.  The Company shall make
such determination and election as soon as practicable and give prompt notice
thereof (the "Determination Notice") in the manner described in Section 106
stating the effective date of such certification, information or reporting
requirement, whether the Company has elected to redeem the Affected
Securities of such series or to pay the additional amounts specified in the
next succeeding paragraph, and (if applicable) the last date by which the
redemption of the Affected Securities of such series must take place, as
provided in the next succeeding sentence.  If the Company elects to redeem
the Affected Securities of such series, such redemption shall take place on
such date, not later than one year after the giving of the Determination
Notice, as the Company shall specify by notice to such Trustee given not less
than 45 nor more than 75 days before the Redemption Date.  Notice of such
redemption of the Affected Securities of such series shall be given to the
Holders thereof not less than 30 days nor more than 60 days prior to the
Redemption Date.  Notwithstanding the foregoing, the Company shall not so
redeem the Affected Securities of such series if the Company shall
subsequently determine by notice to the Trustee, not less than 30 days prior
to the Redemption Date, that subsequent payments on the Affected Securities
of such series would not be subject to any such certification, information or
other reporting requirement, in which case the Company shall give prompt
notice of such subsequent determination in the manner specified in Section
106 and any earlier redemption notice shall be revoked and be of no further
effect.  The right of the Holders of Affected Securities called for
redemption to exchange such Affected Securities for Registered Securities
(which Registered Securities will remain Outstanding following such
redemption) will terminate on the fifteenth day prior to the Redemption Date,

                                     -98-

<PAGE>

and no further exchanges of Affected Securities for Registered Securities
shall be permitted unless the Company shall have made the subsequent
determination and given the notice referred to in the preceding sentence.  As
used hereinabove, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust
the income of which is subject to United States federal income taxation
regardless of its source.

     If and so long as the certification, information or other reporting
requirement referred to in the preceding paragraph would be fully satisfied
by payment of a withholding tax, backup withholding tax or similar charge,
the Company may elect by notice to the Trustee to pay such additional amounts
as may be necessary so that every net payment made outside the United States
following the effective date of such requirement by the Company, the
Guarantor or any of their Paying Agents of principal (or premium, if any) or
interest, if any, due in respect of any Affected Security of such series or
any coupon appertaining thereto to a Holder who certifies that the beneficial
owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to
the Company, the Guarantor, any Paying Agent or any governmental authority),
after deduction or withholding for or on account of such withholding tax,
backup withholding tax or similar charge (other than a withholding tax,
backup withholding tax or similar charge that (i) is the result of a
certification, information or other reporting requirement described in the
third parenthetical clause of the first sentence of the preceding paragraph
or (ii) is imposed as a result of presentation of any such Affected Security
or such coupon for payment more than 10 days after the date on which such
payment becomes due and payable or on which payment thereof was duly provided
for, whichever occurs later), will not be less than the amount provided in
such Affected Security or such coupon to be then due and payable.  In the
event the Company elects to pay such additional amounts, (the Company's
election to exercise such right to be evidenced by prompt notice to the
Trustee for the Securities of the appropriate series), the Company will have
the right, at its sole option, at any time, to redeem the Affected Securities
of such series as a whole, but not in part, at the Redemption Price, subject
to the provisions of the last four sentences of the immediately preceding
paragraph.  If the Company has made the determination described in the
preceding paragraph with respect to certification, information or other
reporting requirements applicable only to interest and subsequently makes a
determination in the manner and of the nature referred to in such preceding
paragraph with respect to such requirements applicable to principal, the
Company will redeem the Affected Securities of such series in the manner and
on the terms described in the preceding paragraph unless the Company elects
to have the provisions of this paragraph apply rather than the provisions of
the immediately preceding paragraph.  If in such circumstances the Affected
Securities of such series are to be redeemed, the Company and the Guarantor

                                     -99-

<PAGE>

shall have no obligation to pay additional amounts pursuant to this paragraph
with respect to principal (or premium, if any) or interest accrued and unpaid
after the date of the notice of such determination indicating such
redemption, but will be obligated to pay such additional amounts with respect
to interest accrued and unpaid to the date of such determination.  If the
Company elects to pay additional amounts pursuant to this paragraph and the
condition specified in the first sentence of this paragraph should no longer
be satisfied, then the Company shall promptly redeem the Affected Securities
of such series in whole, but not in part, at the Redemption Price subject to
the provisions of the last four sentences of the immediately preceding
paragraph.  If the Company elects to, or is required to, redeem the Affected
Securities of such series pursuant to this paragraph, it shall publish in the
manner and to the extent provided in Section 106 prompt notice thereof.  If
the Affected Securities of such series are to be redeemed pursuant to this
paragraph, the redemption shall take place on such date, not later than one
year after publication of the notice of redemption, as the Company shall
specify by notice to the Trustee for such series of Securities at least 60
days prior to the Redemption Date.  Any redemption payments made by the
Company or the Guarantor pursuant to this paragraph shall be subject to the
continuing obligation of the Company and the Guarantor to pay additional
amounts pursuant to this paragraph.

                                  ARTICLE XII

                                 Sinking Funds

Section 1201.  Applicability of This Article.

     Redemption of Securities through operation of a sinking fund as
permitted or required by any form of Security issued pursuant to this
Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that if any provision of any such form of
Security shall conflict with any provision of this Article, the provision of
such form of Security shall govern.

     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any particular series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of Securities of any particular series is herein
referred to as an "optional sinking fund payment".  If provided for by the
terms of Securities of any particular series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202.  Each
sinking fund payment shall be applied to the redemption of Securities of any
particular series as provided for by the terms of Securities of that series.




                                     -100-

<PAGE>

Section 1202.  Satisfaction of Sinking Fund Payments With Securities.

     The Company or the Guarantor (1) may deliver Outstanding Securities of a
series (other than any previously called for redemption), together in the
case of any Bearer Securities of such series with all unmatured coupons
appertaining thereto, and (2) may apply as a credit Securities of a series
which have been redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case
in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided,
however, that such Securities have not been previously so credited.  Such
Securities shall be received and credited for such purpose by the Trustee for
such Securities at the principal amount thereof and the amount of such
sinking fund payment shall be reduced accordingly.

Section 1203.  Redemption of Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
particular series of Securities, the Company will deliver to the Trustee for
the Securities of such series an Officers' Certificate specifying the amount
of the next ensuing mandatory sinking fund payment for that series pursuant
to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash in the currency or currency unit in which the
Securities of that series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of that series and except as provided in
Sections 311(b) and 311(d)) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202 and shall state the basis for such credit and that such
Securities have not previously been so credited and will also deliver to such
Trustee any Securities to be so delivered.  Such Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 1104.  Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.










                                     -101-

<PAGE>

                                 ARTICLE XIII

                       Meetings of Holders of Securities

Section 1301.  Purposes for Which Meetings May Be Called.

     If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of Securities of such series may be called at any time and from
time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

Section 1302.  Call, Notice and Place of Meetings.

     (a)  The Trustee for any series of Securities that includes Bearer
Securities, may at any time call a meeting of the Holders of Securities of
such series for any purpose specified in Section 1301, to be held at such
time and at such place in the Borough of Manhattan, The City of New York, or
in London, as such Trustee shall determine.  Notice of every meeting of
Holders of Securities of such series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than
20 nor more than 180 days prior to the date fixed for the meeting.

     (b)  In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Securities
of any such series shall have requested the Trustee for any such series to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 1301, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and such Trustee shall
not have made the first publication of the notice of such meeting within 30
days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in the Borough of Manhattan, The City of
New York, or in London, for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (a) of this
Section.

Section 1303.  Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities
of such series, or (2) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of one or more Outstanding Securities of such
series by such Holder or Holders.  The only Persons who shall be entitled to

                                     -102-

<PAGE>

be present or to speak at any meeting of Holders of Securities of any series
shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee for such series and its counsel and any
representatives of the Company and its counsel.

Section 1304.  Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series.  In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting.  Subject to Section
1305(d), notice of the reconvening of any adjourned meeting shall be given as
provided in Section 1302(a), except that such notice need be given only once
not less than five days prior to the date on  which the meeting is scheduled
to be reconvened.  Notice of the reconvening of an adjourned meeting shall
state expressly that Persons entitled to vote a majority in principal amount
of the Outstanding Securities of such series shall constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that
series; provided, however, that except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage which is less than a majority in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

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





                                     -103-

<PAGE>

Section 1305.  Determination of Voting Rights; Conduct and Adjournment of
Meetings.

     (a)  Notwithstanding any other provision of this Indenture, the Trustee
for any series of Securities that includes Bearer Securities may make such
reasonable regulations as it may deem advisable for any meeting of Holders of
Securities of such series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall deem
appropriate.  Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be proved in
the manner specified in Section 104 or by having the signature of the person
executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 104 to certify to the holding of Bearer
Securities.  Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.

     (b)  The Trustee for any series of Securities that includes Bearer
Securities shall, by an instrument in writing, appoint a temporary chairman
of the meeting, unless the meeting shall have been called by the Company or
by Holders of Securities as provided in Section 1302(b), in which case the
Company or the Holders of Securities of the series calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

     (c)  At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities
of such series held or represented by him as determined in accordance with
Section 115; provided, however, that no vote shall be cast or counted at any
meeting in respect of any Security challenged as not Outstanding and ruled by
the chairman of the meeting to be not Outstanding.  The chairman of the
meeting shall have no right to vote, except as a Holder of a Security of such
series or proxy.

     (d)  Any meeting of holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.



                                     -104-

<PAGE>

Section 1306.  Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Securities of such series held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes
who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their verified
written reports in triplicate of all votes cast at the meeting.  A record, at
least in duplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 1302 and, if applicable, Section 1304.  Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and the
Guarantor, and another to the Trustee for such series of Securities to be
preserved by such Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.


                                 ARTICLE XIV

                                  Guarantees

Section 1401.  Guarantee.

     The Guarantor hereby unconditionally guarantees to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of each such Holder, the due and punctual payment of the principal of
(and premium, if any) and interest, if any, on each such Security, the due
and punctual payment of any sinking fund payments and the payment of any
additional amounts, each as  provided for pursuant to the terms of such
Security when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption or
otherwise, in accordance with the terms of such Security and of this
Indenture.  In case of the failure of the Company punctually to make any such
payment of principal (or premium, if any) or interest, if any, or sinking
fund payment or payment of additional amounts, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall
become due and payable, whether at the Stated Maturity or by declaration of


                                     -105-

<PAGE>

acceleration, call for redemption or otherwise, and as if such payment were
made by the Company.

     The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
such Security or this Indenture, the absence of any action to enforce the
same, any waiver or consent by the Holder of such Security or by the Trustee
with respect to any provisions thereof or of this Indenture, the obtaining of
any judgment against the Company or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.  The Guarantor hereby waives the
benefits of division and discussion, diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against
the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby or with respect to any sinking fund payment
required pursuant to the terms of such Security and all demands whatsoever,
and covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Securities and in the
Guarantees.  The Guarantees are guarantees of payment and not of collection.
If the Trustee or the Holder of any Security is required by any court or
otherwise to return to the Company or the Guarantor, or any custodian,
receiver, liquidator, trustee, sequestrator or other similar official acting
in relation to the Company or the Guarantor, any amount paid to the Trustee
or such Holder in respect of a Security, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect.  The
Guarantor further agrees, to the fullest extent that it lawfully may do so,
that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article Five hereof for the purposes of
this Guarantee, notwithstanding any stay, injunction or other prohibition
extant under any applicable bankruptcy law preventing such acceleration in
respect of the obligations guaranteed hereby.

     The Guarantor shall be subrogated to all rights of the Holders of the
Securities of a particular series against the Company in respect of any
amounts paid by the Guarantor on account of such Security pursuant to the
provisions of the Guarantees or this Indenture; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of (and
premium, if any) and interest, if any, on all Securities of such series
issued hereunder shall have been paid in full.






                                     -106-

<PAGE>

Section 1402.  Execution and Delivery of Guarantees.

     To evidence its guarantee provided in Section 1301, the Guarantor hereby
agrees to execute the Guarantees, in a form established pursuant to Section
202, to be endorsed on each Security authenticated and delivered by the
Trustee.  Each such Guarantee shall be executed on behalf of the Guarantor by
its Chairman of the Board, Vice Chairman of the Board, President or one of
its Vice Presidents or its Treasurer under a facsimile of its corporate seal
reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries.  The signature of any of these officers on the Guarantees may be
manual or facsimile.

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

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantor.  The Guarantor hereby agrees that its
Guarantee set forth in Section 1401 shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee.


                                 *    *    *

     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.
















                                     -107-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture dated
as of December 1, 1999 to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of December 1, 1999.

                                  KEYSPAN GAS EAST CORPORATION
                                    Issuer


                                  By: ______________________________
                                      [Title]

Attest:

_______________________
Assistant Secretary


                                  KEYSPAN CORPORATION
                                    Guarantor


                                  By: ______________________________
                                      [Title]

Attest:

_______________________
Assistant Secretary


                                  THE CHASE MANHATTAN BANK,
                                    Trustee


                                   By:______________________________
                                      [Title]

Attest:

_______________________

Trust Officer






                                     -108-

<PAGE>

                                                                     EXHIBIT A

[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CEDELBANK BY A
BENEFICIAL OWNER OF SECURITIES, IN ORDER TO RECEIVE A DEFINITIVE BEARER
SECURITY IN EXCHANGE FOR AN INTEREST IN A TEMPORARY GLOBAL SECURITY OR TO
EXCHANGE AN INTEREST IN A TEMPORARY GLOBAL SECURITY FOR AN INTEREST IN A
PERMANENT GLOBAL SECURITY]

                         KEYSPAN GAS EAST CORPORATION

                 [Insert title or description of Securities]

     Reference is hereby made to the Indenture, dated as of December 1, 1999
(the "Indenture") between KeySpan Gas East Corporation(the "Company"),
KeySpan Corporation (the "Guarantor") and The Chase Manhattan Bank, as
Trustee.  Terms used herein unless otherwise defined shall have the meanings
ascribed to them in the Indenture.

       This is to certify that as of the date hereof [and except as provided
in the fourth paragraph hereof]*, $___________________principal amount of the
above-captioned Securities represented by a temporary Global Security (the
"temporary Global Security") held by you for our account is:

          (i)  beneficially owned by persons that are not United States
     persons (as defined below);

          (ii)  owned by United States person(s) that are (a) foreign
     branches of United States financial institutions (as defined in United
     States Treasury Regulation Section 1.165-12(c)(1)(v) ("financial
     institutions")) purchasing for their own account or for resale, or (b)
     United States person(s) who acquired the beneficial interest in the
     temporary Global Security through foreign branches of United States
     financial institutions and who hold the beneficial interest in the
     temporary Global Security through such United States financial
     institutions on the date hereof (and in either case (a) or (b), each
     such United States financial institution hereby agrees, for the benefit
     of the Company [and the Guarantor], that it will comply with the
     requirements of Section 165(j)(3)(A), (B) or (C) of the United States
     Internal Revenue Code of 1986, as amended, and the regulations
     thereunder); or

          (iii)  owned by financial institution(s) for the purpose of resale
     during the restricted period (as defined in United States Treasury
     Regulation Section 1.163-5(c)(2)(i)(D)(7)) and, in addition, financial
     institution(s) described in this clause (iii) (whether or not also
     described in clause (i) or (ii)), further certify that they have not
     acquired the beneficial interest in the temporary Global Security for
     the purpose of resale directly or indirectly to a United States person
     or to a person within the United States.

<PAGE>

     "United States person" means a citizen or resident of the United States,
a corporation, partnership or other entity created or organized in or under
the laws of the United States and an estate or trust the income of which is
subject to United States federal income taxation regardless of its source,
and "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction (including the Commonwealth of Puerto
Rico).








































                                      -2-

<PAGE>

     [This certificate excepts and does not relate to $_________ principal
amount of the temporary Global Security held by you for our account as to
which we are not able to provide a certificate in this form.  We understand
that exchange of such portion of the temporary Global Security for
[definitive Bearer Securities] [interests in a permanent Global Security]
cannot be made until we are able to provide a certificate in this form.]* We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned
Securities held by you for our account if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may
be assumed that this certification applies as of such date.

       We understand that this certificate is required in connection with
certain tax laws and regulations in the United States.  If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such
proceedings.

Dated:

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

                               [Name of Person Making Certification]


                               By:__________________________________

*  Delete if inappropriate.



















                                      -3-

<PAGE>

                                                                     EXHIBIT B



[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CEDELBANK REGARDING THE EXCHANGE OF A TEMPORARY GLOBAL SECURITY FOR
DEFINITIVE SECURITIES OR FOR A PORTION OF A PERMANENT GLOBAL SECURITY]

                         KEYSPAN GAS EAST CORPORATION

                 [Insert title or description of Securities]

       Reference is hereby made to the Indenture, dated as of December 1,
1999 (the "Indenture") between KeySpan Gas East Corporation (the "Company"),
KeySpan Corporation (the "Guarantor") and The Chase Manhattan Bank, as
Trustee.  Terms used herein unless otherwise defined shall have the meanings
ascribed to them in the Indenture.

       We refer to that portion of the temporary Global Security in respect
of the above-captioned Securities which is herewith submitted to be exchanged
for [definitive Bearer Securities] [interests in a permanent Global Security]
(the "Submitted Portion") as provided in the Prospectus Supplement dated
[insert date of Prospectus Supplement] in respect of such issue.  This is to
certify that (i) we have received in writing or by tested telex or
electronically (in accordance with the requirements of United States Treasury
Regulation Section 1.163-5(c)(2)(i)(D)(3)(ii)) a certificate or certificates
with respect to the entire Submitted Portion, substantially in the form of
Exhibit A to the Indenture, and (ii) the Submitted Portion includes no part
of the temporary Global Security excepted in such certificates.

       We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect
that the statements made by them with respect to any part of the Submitted
Portion are no longer true and cannot be relied on as of the date thereof.

<PAGE>

       We understand that this certificate is required in connection with
certain tax laws and regulations in the United States of America.  If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings.  Submitted Portion:




U.S.$  ___________________

Dated: ___________________


                          [Morgan Guaranty Trust Company of New
York, Brussels office, as operator of                        the Euroclear
System]*                                           [Cedelbank]*


                          By: __________________________



___________________________
*  Delete if inappropriate.






















                                      -2-

<PAGE>

                                                                     EXHIBIT C



[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CEDELBANK BY A
BENEFICIAL OWNER OF SECURITIES, IN ORDER TO RECEIVE PAYMENT ON A TEMPORARY
GLOBAL SECURITY]

                         KEYSPAN GAS EAST CORPORATION

                 [Insert title or description of Securities]

       Reference is hereby made to the Indenture, dated as of December 1,
1999 (the "Indenture") between KeySpan Gas East Corporation(the "Company"),
KeySpan Corporation (the "Guarantor") and The Chase Manhattan Bank, as
Trustee.  Terms used herein unless otherwise defined shall have the meanings
ascribed to them in the Indenture.

       This is to certify that as of the date hereof [and except as provided
in the fourth paragraph hereof]*, $___________________principal amount of the
above-captioned Securities represented by a temporary Global Security (the
"temporary Global Security") held by you for our account is:

          (i)  beneficially owned by persons that are not United States
     persons (as defined below);

         (ii)  owned by United States person(s) that are (a) foreign branches
     of United States financial institutions (as defined in United States
     Treasury Regulation Section 1.165-12(c)(1)(v) ("financial
     institutions")) purchasing for their own account or for resale, or (b)
     United States person(s) who acquired the beneficial interest in the
     temporary Global Security through foreign branches of United States
     financial institutions and who hold the beneficial interest in the
     temporary Global Security through such United States financial
     institutions on the date hereof (and in either case (a) or (b), each
     such United States financial institution hereby agrees, for the benefit
     of the Company [and the Guarantor], that it will comply with the
     requirements of Section 165(j)(3)(A), (B) or (C) of the United States
     Internal Revenue Code of 1986, as amended, and the regulations
     thereunder); or

        (iii)  owned by financial institution(s) for the purpose of resale
     during the restricted period (as defined in United States Treasury
     Regulation Section 1.163-5(c)(2)(i)(D)(7)) and, in addition, financial
     institution(s) described in this clause (iii) (whether or not also
     described in clause (i) or (ii)), further certify that they have not
     acquired the beneficial interest in the temporary Global Security for
     the purpose of resale directly or indirectly to a United States person
     or to a person within the United States.

<PAGE>

       "United States person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States and an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, and "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction (including the Commonwealth of Puerto
Rico).

       [This certificate excepts and does not relate to $_________ principal
amount of the temporary Global Security held by you for our account as to
which we are not able to provide a certificate in this form.  We understand
that payments, if any, due with respect to such portion of the temporary
Global Security cannot be made until we are able to provide a certificate in
this form.]*

     We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such
date.


























                                      -2-

<PAGE>

       We understand that this certificate is required in connection with
certain tax laws and regulations in the United States.  If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such
proceedings.

Dated:________________


                               [Name of Person Making Certification]


                               By:__________________________________


___________________________
*  Delete if inappropriate.






























                                      -3-

<PAGE>

                                                                     EXHIBIT D



[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CEDELBANK REGARDING PAYMENT ON A TEMPORARY GLOBAL SECURITY]

                         KEYSPAN GAS EAST CORPORATION

                 [Insert title or description of Securities]

     Reference is hereby made to the Indenture, dated as of December 1, 1999
(the "Indenture") between KeySpan Gas East Corporation (the "Company"),
KeySpan Corporation (the "Guarantor") and The Chase Manhattan Bank, as
Trustee.  Terms used herein unless otherwise defined shall have the meanings
ascribed to them in the Indenture.

       We refer to that portion of the temporary Global Security in respect
of the above-captioned Securities for which we hereby request that you make
payment to us of the amounts payable on the relevant payment date (the
"Submitted Portion") as provided in the Prospectus Supplement dated [insert
date of Prospectus Supplement] in respect of such issue.  This is to certify
that (i) we have received in writing or by tested telex or electronically (in
accordance with the requirements of United States Treasury Regulation Section
1.163- 5(c)(2)(i)(D)(3)(ii)) a certificate or certificates with respect to
the entire Submitted Portion, substantially in the form of Exhibit C to the
Indenture, and (ii) the Submitted Portion includes no part of the temporary
Global Security excepted in such certificates.

       We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect
that the statements made by them with respect to any part of the Submitted
Portion are no longer true and cannot be relied on as of the date thereof.

       We understand that this certificate is required in connection with
certain tax laws and regulations in the United States of America.  If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings.

<PAGE>

Submitted Portion:


U.S. $ _______________________


Dated: _______________________

[Morgan Guaranty Trust Company of New York,                Brussels office,
as operator of the                                Euroclear System]*
[Cedelbank]*


                                    By:__________________________________

___________________________
*  Delete if inappropriate.































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