SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION

                                      TO

                        THE CONNECTICUT NATIONAL BANK,
                                   Trustee




                                  Indenture




                          Dated as of July 10, 1991




                               DEBT SECURITIES
<PAGE>




                              TABLE OF CONTENTS*
                                              

                                                                         PAGE
Parties ...........................................................        1
Recitals of the Issuer ............................................        1


                                 ARTICLE ONE
                                 DEFINITIONS

SECTION 1.01.   Certain terms defined; other terms defined in Trust
                  Indenture Act of 1939, as amended, or by reference
                  therein in Securities Act of 1933, as amended, to
                  have meanings therein assigned ...................       1
                Authenticating Agent ...............................       2
                Board of Directors .................................       2
                Board Resolution ...................................       2
                Business Day .......................................       2
                Commission .........................................       2
                Company ............................................       2
                Corporate Trust Office or principal office of the
                  Trustee ..........................................       2
                Depository .........................................       2
                Event of Default ...................................       2
                Global Security ....................................       2
                Holder, Holder of Securities, securityholders or
                  Registered Holder ................................       3
                include ............................................       3
                Indenture ..........................................       3
                Issuer or Company ..................................       3
                Issuer Order .......................................       3
                Officers' Certificate ..............................       3
                Opinion of Counsel .................................       3
                Outstanding ........................................       3
                Paying Agent .......................................       4
                person .............................................       4
                responsible officer ................................       4
                Security or Securities .............................       4
                Securities Register ................................       4
                Trust Indenture Act ................................       4
                Trustee ............................................       4
SECTION 1.02.   Other defined terms ................................       4
          


    * This Table of Contents shall not, for any purpose, be deemed to be 
    part of the Indenture or to have any bearing upon the interpretation of 
    any of its terms or provisions.






                                      i
<PAGE>




                                 ARTICLE TWO
                                SECURITY FORMS

                                                                         PAGE
SECTION 2.01.   Forms generally ....................................       4
SECTION 2.02.   Form of Trustee's certificate of authentication ....       5
SECTION 2.03.   Form of Trustee's certificate of authentication
                  by an Authenticating Agent .......................       5
SECTION 2.04.   Securities issuable in the form of Global Securities       5


                                ARTICLE THREE
                                THE SECURITIES

SECTION 3.01.   Amount unlimited; issuable in series ...............       7
SECTION 3.02.   Form and denominations .............................       9
SECTION 3.03.   Authentication, dating and delivery of Securities ..      10
SECTION 3.04.   Execution of Securities ............................      12
SECTION 3.05.   Exchange of Securities .............................      13
                Registration of transfer of Securities to be
                  endorsed or accompanied instruments of transfer ..      13
                Charges upon exchange or transfer of Securities ....      13
                Restrictions on issue and registration of transfer
                  or exchange at time of redemption ................      13
SECTION 3.06.   Temporary Securities, if any .......................      13
SECTION 3.07.   Mutilated, destroyed, lost or stolen Securities ....      14
SECTION 3.08.   Cancellation of surrendered Securities .............      15
SECTION 3.09.   Provisions of the Indenture and Securities for the
                  sole benefit of the parties and the
                  securityholders ..................................      15
SECTION 3.10.   Computation of Interest ............................      15


                                 ARTICLE FOUR
                           COVENANTS OF THE ISSUER

SECTION 4.01.   Payment of principal of (and premium, if any) and 
                  interest on Securities ...........................      15
SECTION 4.02.   Maintenance of office or agency for transfer,
                  exchange and payment of Securities ...............      15
SECTION 4.03.   Not to secure indebtedness with lien or other
                  encumbrance on common stock of principal
                  subsidiaries .....................................      16
SECTION 4.04.   Not to dispose of common stock of principal
                  subsidiaries or to reduce ownership percentage
                  of a principal subsidiary below eighty percent ...      16
SECTION 4.05.   Appointment to fill a vacancy in the office of 
                  Trustee ..........................................      17
SECTION 4.06.   (a) Duties of Paying Agent .........................      17
                (b) Company as Paying Agent ........................      17
                (c) Turnover to Trustee by Paying Agent or Company .      17
                (d) Holdings sums in trust .........................      17
SECTION 4.07.   Written Statement to Trustee .......................      18



                                      ii
<PAGE>




                                 ARTICLE FIVE
               SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER
                               AND THE TRUSTEE

                                                                         PAGE
SECTION 5.01.   Company to furnish Trustee information as to names
                  and addresses of securityholders .................      18
SECTION 5.02.   (a) Trustee to preserve information as to names and
                    addresses of securityholders ...................      18
                (b) Trustee to make information as to names and
                    addresses of securityholders available to 
                    "applicants" or mail communications to
                    securityholders in certain circumstances .......      18
                    Procedure if Trustee elects not to make
                    information available to "applicants" ..........      19
                (c) Company and Trustee not accountable for 
                    disclosure of information ......................      19
SECTION 5.03.   (a) Annual and other reports to be filed by Company
                    with Trustee ...................................      19
                (b) Additional information and reports to be filed
                    with Trustee and Commission ....................      20
                (c) Summaries of information and reports to be
                    transmitted by Company to securityholders ......      20
SECTION 5.04.   (a) Trustee to transmit reports to securityholders .      20
                (b) Trustee to transmit certain further reports to
                    securityholders ................................      21
                (c) Securityholders to be mailed reports ...........      21
                (d) Copies of reports to be filed with stock
                    exchanges and Commission .......................      21


                                 ARTICLE SIX
                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
                               EVENT OF DEFAULT

SECTION 6.01.   Events of Default defined ..........................      21
                Acceleration of maturity upon Event of Default .....      23
                Waiver of default and rescission of declaration of
                  maturity .........................................      24
                Restoration of former position and rights ..........      24
SECTION 6.02.   Covenant of Company to pay to Trustee upon demand
                  whole amount due on Securities on default in
                  payment of interest or principal (or premium, 
                  if any) ..........................................      24
                Trustee may recover judgment for whole amount due on
                  Securities on failure of Company to pay ..........      25
                Filing of proof of claim by Trustee in bankruptcy,
                  reorganization, receivership, or other judicial
                  proceedings ......................................      25
                Rights of action and to assert claims may be enforced
                  by Trustee without possession of Securities ......      26
                Trustee may enforce rights vested in it by Indenture
                  by appropriate judicial proceedings ..............      26
SECTION 6.03.   Application of moneys collected by Trustee .........      26
SECTION 6.04.   Limitation on suits by holders of Securities .......      27


                                     iii
<PAGE>




                                                                         PAGE
SECTION 6.05.   Remedies cumulative ................................      27
                Delay or omission in exercise of rights not a waiver
                  of default .......................................      28
SECTION 6.06.   Rights of holders of majority in principal amount of
                  Securities to direct Trustee and to waive defaults      28
SECTION 6.07.   Trustee to give notice of defaults known to it, but
                  may withhold in certain circumstances ............      28
SECTION 6.08.   Requirement of an undertaking to pay costs in 
                  certain suits under this Indenture or against the
                  Trustee ..........................................      29


                                ARTICLE SEVEN
                            CONCERNING THE TRUSTEE

SECTION 7.01.   Upon Event of Default occurring and continuing, 
                  Trustee shall exercise such powers vested in it,
                  and use same degree of care and skill in their
                  exercise, as a prudent man would use .............      29
                Trustee not relieved from liability for negligence
                  or wilful misconduct except as provided in this
                  Section ..........................................      30
                (a) Prior to Event of Default and after the curing
                    of all Events of Default which may have occurred      30
                    (1) Trustee not liable except for performance
                        of duties specifically set forth ...........      30
                    (2) In absence of bad faith, Trustee may 
                        conclusively rely on certificates or opinions
                        furnished it hereunder, subject to duty to
                        examine the same if specifically required to
                        be furnished to it .........................      30
                (b) Trustee not liable for error of judgment made in
                    good faith by responsible officer unless Trustee
                    negligent ......................................      30
                (c) Trustee not liable for action or non-action in
                    accordance with direction of holders of majority
                    in principal amount of Securities ..............      30
SECTION 7.02.   Except as otherwise provided in Section 7.01:
                (a) Trustee may rely on documents believed genuine
                    and properly signed or presented ...............      30
                (b) Sufficient evidence by certain instruments
                    provided for ...................................      31
                (c) Trustee may act on Opinion of Counsel ..........      31
                (d) Trustee may require indemnity from
                    securityholders ................................      31
                (e) Trustee not liable for action in good faith
                    believed to be authorized ......................      31
SECTION 7.03.   Trustee not liable for recitals in Indenture or
                  in Securities ....................................      31
                No representations by Trustee as to validity of
                  Indenture or of Securities .......................      31
                Trustee not accountable for use of Securities or
                  proceeds .........................................      31


                                      iv
<PAGE>




                                                                         PAGE
SECTION 7.04.   Trustee, Authenticating Agent, Paying Agent or
                  Securities registrar may own Securities ..........      31
SECTION 7.05.   Moneys received by Trustee to be held in trust; 
                  interest not payable except by agreement .........      32
SECTION 7.06.   Trustee entitled to compensation, reimbursement
                  and indemnity ....................................      32
                Obligations to Trustee to be secured by lien prior
                  to Securities ....................................      32
SECTION 7.07.   Right of Trustee to rely on certificate of officers
                  of Company where no other evidence specifically
                  prescribed .......................................      32
SECTION 7.08.   (a) Trustee acquiring conflicting interest to
                    eliminate conflict or resign ...................      33
                (b) Notice to securityholders in case of failure to
                    comply with subsection (a) .....................      33
                (c) Securityholder may petition for Trustee removal       33
SECTION 7.09.   Requirements of eligibility of Trustee .............      33
SECTION 7.10.   (a) Resignation of Trustee .........................      33
                (b) Removal of Trustee by Company or by court on
                    securityholder's application ...................      34
                (c) Removal of Trustee by holders of majority in 
                    principal amount of Securities .................      34
                (d) Time when resignation of removal of Trustee
                    effective ......................................      34
SECTION 7.11.   Acceptance by successor to Trustee .................      34
                Successor to be qualified and eligible .............      35
                Mailing of notice of succession of a Trustee .......      35
SECTION 7.12.   Successor to Trustee by merger, conversion,
                  consolidation or succession to business ..........      35
SECTION 7.13.   Appointment and qualifications of Authenticating
                  Agent ............................................      35
                Succession of Authenticating Agent without further
                  act ..............................................      36
                Resignation of Authenticating Agent or termination
                  of agency ........................................      36
                Compensation of Authenticating Agent ...............      36


                                ARTICLE EIGHT
                     CONCERNING THE HOLDERS OF SECURITIES

SECTION 8.01.   (a) Form and effectiveness of securityholder action       36
                (b) Proof of execution of instruments ..............      36
                (c) Proof of holding of Securities .................      37
SECTION 8.02.   Who may be deemed owners of Securities .............      37
SECTION 8.03.   Securities owned by Company or controlled or 
                  controlling companies disregarded for certain
                  purposes .........................................      37
SECTION 8.04.   Revocation of action by securityholder; action by
                  securityholder binds future holders ..............      37


                                      v
<PAGE>




                                 ARTICLE NINE
                           REDEMPTION OF SECURITIES

                                                                         PAGE
SECTION 9.01.   Redemption prices of Securities (as set forth
                  in form of Security) .............................      38
SECTION 9.02.   Giving of notice of redemption .....................      38
                Selection of Securities in case less than all
                  Securities to be redeemed ........................      39
SECTION 9.03.   When Securities called for redemption become due and
                  payable ..........................................      39
                Securities redeemed in part ........................      39

                                 ARTICLE TEN
                           SUPPLEMENTAL INDENTURES

SECTION 10.01.  Purposes for which supplemental indentures may be
                  entered into without consent of securityholders ..      39
SECTION 10.02.  Modification of Indenture with consent of holders of
                  66 2/3% in principal amount of Securities ........      41
SECTION 10.03.  Effect of supplemental indentures ..................      42
                Opinion of Counsel .................................      42
SECTION 10.04.  Securities may bear notation of changes by
                  supplemental indentures ..........................      42


                                ARTICLE ELEVEN
                  CONSOLIDATION, MERGER, SALE OR CONVEYANCE


SECTION 11.01.  Consolidation and merger of Company and sale or
                  conveyance permitted .............................      42
                Assumption of obligations of Company by successor
                  corporation or transferee ........................      42
SECTION 11.02.  Rights and duties of successor corporation .........      42
                Appropriate changes may be made in form of
                  Securities .......................................      43
                Company may merge or acquire properties of other
                  corporations .....................................      43
SECTION 11.03.  Opinion of Counsel .................................      43


                                ARTICLE TWELVE
                   SATISFACTION AND DISCHARGE OF INDENTURE;
                               UNCLAIMED MONEYS

SECTION 12.01.  Satisfaction and discharge of Indenture ............      43
SECTION 12.02.  Application by Trustee of funds deposited for 
                  payment of Securities ............................      44
SECTION 12.03.  Repayment of moneys held by Paying Agent ...........      44
SECTION 12.04.  Repayment of moneys held by Trustee ................      44


                                      vi
<PAGE>




                               ARTICLE THIRTEEN
                           MISCELLANEOUS PROVISIONS

                                                                         PAGE
SECTION 13.01.  Immunity of incorporators, shareholders, officers
                  and directors ....................................      44
SECTION 13.02.  Successors and assigns of Company bound by Indenture      45
SECTION 13.03.  Acts of board, committee or officer of successor
                  corporation valid ................................      45
SECTION 13.04.  Surrender of powers by Company .....................      45
SECTION 13.05.  Required notices or demands may be served by mail ..      45
SECTION 13.06.  Officers' Certificate and Opinion of Counsel to be
                  furnished upon applications or demands by the
                  Company ..........................................      45
                Statements to be included in each certificate or
                  opinion with respect to compliance with a 
                  condition or covenant ............................      45
SECTION 13.07.  Payments due on non-business days ..................      46
SECTION 13.08.  Provisions required by Trust Indenture Act to
                  control ..........................................      46
SECTION 13.09.  Indenture may be executed in counterparts ..........      46
SECTION 13.10.  Governing law ......................................      46
Testimonium ........................................................      47
Signature and Seals ................................................      47
Acknowledgments ....................................................      48
Form of Global Security ........................................    Exhibit A
Form of Note ...................................................    Exhibit B





























                                     vii
<PAGE>




    INDENTURE, dated as of July 10, 1991, between SOUTHERN NEW ENGLAND 
TELECOMMUNICATIONS CORPORATION, a Connecticut corporation (hereinafter, 
subject to Article Eleven, called the "Issuer" or the "Company"), having its 
principal office at 227 Church Street, New Haven, Connecticut 06510, and THE 
CONNECTICUT NATIONAL BANK, a national banking association (hereinafter, 
subject to Article Seven, called the "Trustee").


                           Recitals of the Issuer

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

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

    NOW, THEREFORE, THIS INDENTURE WITNESSETH:

    For and in consideration of the premises and the purchase of the 
Securities by the persons acquiring the same, it is mutually covenanted and 
agreed, for the equal and proportionate benefit of all Holders of the 
Securities or of the Securities of any series, without any priority of any 
one Security or series over any other, except as otherwise expressly 
provided herein, as follows:


                                 ARTICLE ONE
                                 DEFINITIONS

    SECTION 1.01. The terms defined in this Section 1.01 (except as 
otherwise expressly provided or unless the context otherwise requires) for 
all purposes of this Indenture, including any indenture supplemental hereto, 
have the respective meanings specified in this Section 1.01.  All other 
terms used in this Indenture which are defined in the Trustee Indenture Act 
of 1939, as amended, or which are by reference therein defined in the 
Securities Act of 1933, as amended, shall (except as herein otherwise 
expressly provided or unless the context otherwise requires) have the 
meanings assigned to such terms in said Trust Indenture Act and in said 
Securities Act as in force at the date on which this Indenture was 
originally executed (subject to Sections 10.01 and 10.02).  All accounting 
terms used herein and not expressly defined have the meanings assigned to 
such terms in accordance with generally accepted accounting principles, and 
the term "generally accepted accounting principles" means such accounting 
principles as are applicable to the financial statement of the Issuer at the 
time of any computation.  The words "herein", "hereof" and "hereunder" and 
other words of similar import refer to this Indenture as a whole and not to 
any particular Article, Section or other subdivision.  All references herein 
to "Articles" or other subdivisions are to the corresponding Articles or 
other subdivisions of this Indenture.  The terms defined in this Article 
have the meanings assigned to them in this Article and include the plural as 
well as the singular.


                                      1
<PAGE>




    "Authenticating Agent" means, with respect to any series of Securities, 
the agent of the Trustee, if any, with respect to that series of Securities, 
which at the time shall be appointed and acting pursuant to Section 7.13.

    "Board of Directors" means either the Board of Directors of the Issuer 
or any committee of the Board or any other body designated by such Board as 
duly authorized to act.

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

    "Business Day" means, with respect to any Security, any day, other than 
a Saturday or Sunday, that is not a day on which banking institutions are 
authorized or required by law or regulation to be closed in The City of New 
York or the State of Connecticut.

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

    "Company":  See "Issuer."

    "Corporate Trust Office" or "principal office of the Trustee" or similar 
term, means the principal office of the Trustee at which at any particular 
time its corporate trust business shall be principally administered, which 
office at the date hereof is located at 777 Main Street, Hartford, 
Connecticut 06115, Attn. Corporate Trust Administration.

    "Depository" means, with respect to the Securities of any series which, 
in accordance with the determination of the Issuer, will be issued in whole 
or in part in the form of one or more Global Securities, The Depository 
Trust Company, New York, New York, another clearing agency or any successor 
registered under the Securities Exchange Act of 1934, or other applicable 
statute or regulation, which, in each case, shall be designated by the 
Issuer pursuant to either Section 2.04 or 3.01.  If at any time there is 
more than one such person, "Depository" as used with respect to the 
Securities of any such series means the Depository with respect to the 
Securities of that series.

    "Event of Default" means any event or condition specified as such in 
Section 6.01, continued for the period of time, if any, therein designated.

    "Global Security" means, with respect to all or any part of any series 
of Securities, a Security executed by the Issuer and authenticated and 
delivered by the Trustee to the Depository or pursuant to the Depository's 
instruction, all in accordance with this Indenture and pursuant to an Issuer 
Order, which shall be registered in the name of the Depository or its 
nominee and the ownership of which will be registered in a "book-entry" or 
other system maintained by the Depository.


                                      2
<PAGE>




    "Holder", "Holder of Securities", "securityholders" or "Registered 
Holder" or other similar terms mean, with respect to a Security, the person 
in whose name at the time such Security is registered in the Securities 
Register (which terms, in the case of a Global Security, mean the 
Depository, notwithstanding that the Depository maintains a "book-entry" or 
other system for identification of ownership in respect of such Global 
Security).

    The term "include" (and other forms of such term) means "include, 
without limitation."

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

    "Issuer" or "Company" means Southern New England Telecommunications 
Corporation, a Connecticut corporation, and, subject to Article Eleven, its 
successors and assigns.

    "Issuer Order" means a written order signed in the name of the Issuer by 
the Chairman of the Board of Directors or a Vice Chairman of the Board of 
Directors or its President or a Vice President and by its Treasurer or an 
Assistant Treasurer.

    "Officers' Certificate" means a certificate signed by the Chairman of 
the Board of Directors or a Vice Chairman of the Board of Directors or the 
President or a Vice President and by the Comptroller, an Assistant 
Comptroller, or any other accounting officer of the Issuer.  Each such 
certificate shall include the statements provided for in Section 13.06, if 
and to the extent required by the provisions thereof.

    "Opinion of Counsel" means an opinion in writing signed by legal counsel 
who may be an employee of or counsel to the Issuer or who may be other 
counsel satisfactory to the Trustee.  Each such opinion shall include the 
statements provided for in Section 13.06, if and to the extent required 
thereby.

    "Outstanding" (subject to Section 8.03) means, with reference to 
Securities as of any particular time, all Securities authenticated and 
delivered under this Indenture, except

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

        (b) Securities, or portions thereof, for the payment or redemption 
    of which moneys in the necessary amount shall have been deposited in 
    trust with the Trustee or with any Paying Agent (other than the Issuer) 
    or shall have been set aside and segregated in trust by the Issuer (if 
    the Issuer shall act as its own Paying Agent); provided that, if such 
    Securities, or portions thereof, are to be redeemed, notice of such 
    redemption shall have been given as in Article Nine provided, or 
    provision satisfactory to the Trustee shall have been made for giving 
    such notice; and


                                      3
<PAGE>




        (c) Securities in substitution for which other Securities shall have 
    been authenticated and delivered, or which shall have been paid, 
    pursuant to the terms of Section 3.07, unless proof satisfactory to the 
    Trustee is presented that any such Security is held by a Holder as to 
    whom such Security is a valid, binding and legal obligation of the 
    Issuer.

    "Paying Agent" means any person authorized by the Issuer to pay the 
principal of, or premium, if any, or interest, if any, on, any Securities on 
behalf of the Issuer.

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

    The term "responsible officer" means, with respect to the Trustee, any 
corporate trust officer, trust officer, vice president or assistant vice 
president in its Corporate Trust Office, or any other officer or assistant 
officer of the Trustee customarily performing functions similar to those 
performed by the persons who at the time shall be such officers, 
respectively, or to whom any corporate trust matter is referred because of 
his knowledge of and familiarity with the particular subject.

    "Security" or "Securities" has the meaning stated in the recitals of 
this Indenture.

    "Securities Register" means the register or registers kept by the Issuer 
as provided in Section 3.05.

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

    "Trustee" means the person identified as "Trustee" in the first 
paragraph hereof until a successor trustee becomes such pursuant to the 
provisions of Article Seven hereof, and then shall mean such successor 
trustee.

    SECTION 1.02. Certain other terms are defined in Article Seven and other 
Articles of this Indenture.


                                 ARTICLE TWO
                               SECURITY FORMS

    SECTION 2.01. The Securities of each series shall be in substantially 
such form as shall be established pursuant to Section 3.01, in each case 
with such appropriate insertions, omissions, substitutions and other 
variations as are required or permitted by this Indenture, and may have such 
letters, numbers or other marks of identification and such legends or 
endorsements placed thereon as the Issuer may deem appropriate and as are 
not contrary to the provisions of this Indenture, or as may  be  required  
to comply with any law or with any rules made pursuant thereto or with any 
rules of any securities exchange or of any automated quotation system, or to


                                      4
<PAGE>




conform to usage, all as determined by the officers executing such 
Securities, as conclusively evidenced by their execution of the Securities.

    The definitive Securities of each series shall be printed, lithographed 
or engraved on steel-engraved borders, or may be produced in any other 
manner, all as determined by the officers executing such Securities, as 
conclusively evidenced by their execution of such Securities, subject, with 
respect to the Securities of any series, to the rules of any securities 
exchange or automated quotation system on which the Securities of such 
series are listed or quoted and (with respect to Global Securities of any 
series) to the rules of the Depository.

    SECTION 2.02. The Trustee's certificate of authentication on all 
Securities shall be in substantially the following form:

    This is one of the Securities of the series designated therein referred 
to in the within-mentioned Indenture.

                                        THE CONNECTICUT NATIONAL BANK,
                                                           as Trustee

                                        By                                
                                           Authorized Signatory

    SECTION 2.03. If at any time there shall be an Authenticating Agent 
appointed with respect to any series of Securities, then the Trustee's 
certificate of authentication by such Authenticating Agent on all Securities 
of each such series shall be in substantially the following form:

    This is one of the Securities of the series designated therein referred 
to in the within-mentioned Indenture.

                                        THE CONNECTICUT NATIONAL BANK
                                        as Trustee

                                        By (NAME OF AUTHENTICATING
                                              AGENT),
                                           Authenticating Agent

                                        By                                
                                           Authorized Signatory

    SECTION 2.04. (a) If the Issuer shall establish pursuant to Section 3.01 
that the Securities of a particular series are to be issued in whole or in 
part as one or more Global Securities, then the Issuer shall execute, and 
the Trustee shall, in accordance with Section 3.03 and the Issuer Order 
delivered to the Trustee thereunder, authenticate and deliver, one or more 
Global Securities, substantially in the form of Exhibit A hereto or in such 
form as the Issuer may otherwise establish, which (i) shall represent an 
aggregate principal amount equal to the aggregate principal amount of the 
Outstanding Securities of such series to be represented by one or more 
Global Securities, (ii) shall be registered in the name of the Depository or 
its nominee, (iii) shall be delivered by the Trustee to the Depository or 
pursuant to the Depository's instruction and (iv) shall bear a legend sub-


                                      5
<PAGE>




stantially to the following effect:  "Except as otherwise provided in 
Section 2.04 of the Indenture, this Security may be transferred, in whole 
but not in part, only to another nominee of the Depository or to a successor 
Depository or to a nominee of such successor Depository."

    (b) Notwithstanding any provision of Section 3.05, subject to the 
provisions of paragraph (c) below, any Global Security of a series may be 
transferred, in whole but not in part, and in the manner provided in Section 
3.05, only to another nominee of the Depository for such series, or to a 
successor Depository for such series selected or approved by the Issuer or 
to a nominee of such successor Depository.

    (c) If at any time the Depository for Securities of a series notifies 
the Issuer that it is unwilling or unable to continue as Depository for 
Securities of such series or if at any time the Depository shall no longer 
be registered or in good standing under the Securities Exchange Act of 1934, 
or other applicable statute or regulation, and a successor Depository is not 
appointed by the Issuer within 90 days after the Issuer received such notice 
or becomes aware of such condition, as the case may be, this Section 2.04 
shall no longer be applicable to the Securities of such series and the 
Issuer will execute, and the Trustee, upon receipt of an Issuer Order for 
the authentication and delivery of individual Securities of such series, 
will authenticate and deliver, Securities of such series, in authorized 
denominations, and in an aggregate principal amount equal to the aggregate 
principal amount of the Global Security or Global Securities of such series 
in exchange for such Global Security or Global Securities, provided, 
however, that no such exchange may occur during a period beginning at the 
opening of business 15 days before any selection of Securities of such 
series for redemption and ending on the relevant date fixed for redemption.

    The Issuer may at any time determine that Securities of any series shall 
no longer be represented by one or more Global Securities and that the 
provisions of this Section 2.04 shall no longer apply to the Securities  of 
such series.  In such event the Issuer will execute, and the Trustee, upon 
receipt of an Issuer Order for the authentication and delivery of individual 
Securities of such series, will authenticate and deliver, Securities of such 
series, in authorized denominations, and in an aggregate principal amount 
equal to the aggregate principal amount of the Global Security or Global 
Securities of such series in exchange for such Global Security or Global 
Securities, provided, however, that no such exchange may occur during a 
period beginning at the opening of business 15 days before any selection of 
Securities of such series for redemption and ending on the relevant date 
fixed for redemption.

    If specified by the Issuer pursuant to Section 3.01 with respect to a 
series of Securities, the Depository for such series of Securities may 
surrender a Global Security for such series of Securities in exchange in 
whole or in part for individual Securities of such series on such terms as 
are acceptable to the Issuer as evidenced by an Issuer Order and such 
Depository.  Thereupon, the Issuer shall execute, and the Trustee shall 
authenticate and deliver, without service charge,

        (i) to each person specified by such Depository a new individual 
    Security or Securities of the same series, of any authorized denomina-


                                      6
<PAGE>




    tion 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 Depository a new Global Security in a denomination 
    equal to the difference, if any, between the principal amount of the 
    surrendered Global Security and the aggregate principal amount of 
    individual Securities delivered to Holders thereof.

    In any exchange provided for in any of the preceding paragraphs of this 
Section 2.04(c), the Issuer will execute, and the Trustee will authenticate 
and deliver, individual Securities in registered form in authorized 
denominations.

    Upon the exchange of a Global Security for individual Securities, such 
Global Security shall be cancelled by the Trustee.  Individual 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 
Depository for such Global Security, pursuant to instructions from its 
direct or indirect participants or otherwise, shall instruct the Trustee.  
The Trustee shall deliver such Securities to the persons in whose names such 
Securities are so registered.


                                ARTICLE THREE
                               THE SECURITIES

    SECTION 3.01. The aggregate principal amount of Securities which may be 
authenticated and delivered under this Indenture is unlimited.

    The Securities may be issued in one or more series.  There shall be 
established in, or pursuant to, the authority granted in a resolution of the 
Board of Directors (delivered to the Trustee in the form of a Board 
Resolution) or established in one or more indentures supplemental hereto, 
prior to the issuance of Securities of any series, except as provided in 
this Section 3.01:

        (1) the form of the Securities of any series, which shall be 
    substantially in the form of Exhibit B hereto or in such other form as 
    the Issuer may establish for Securities that are issuable other than as 
    Global Securities;

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

        (3) any limit upon the aggregate principal amount of the Securities 
    of the series that may be authenticated and delivered under this 
    Indenture (except for Securities authenticated and delivered upon 
    registration or transfer of, or in exchange for, or in lieu of, other 
    Securities of the series pursuant to Section 2.04, 3.05, 3.06, 3.07 and 
    9.03);

        (4) the date or dates on which the Securities of such series may be 
    issued;


                                      7
<PAGE>




        (5) the date or dates, which may be serial, on which the principal 
    of, and premium, if any, on, the Securities of such series are payable;

        (6) the rate or rates, or the method of determination thereof, at 
    which the Securities of such series shall bear interest, the date or 
    dates from which such interest shall accrue, the interest payment dates 
    on which such interest shall be payable and the record dates, if other 
    than as set forth in Section 3.02, for the determination of Holders to 
    whom interest is payable;

        (7) the place or places where the principal of, and premium, if any, 
    and interest on, the Securities of the series shall be payable (if other 
    than provided in Section 4.02);

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

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

        (10) if other than denominations of $1,000, and any integral 
    multiple thereof, the denominations in which Securities of the series 
    shall be issuable;

        (11) any Events of Default or restrictive covenants provided for 
    with respect to the Securities of the series, if not set forth herein;

        (12) if other than the rate of interest stated in the title of the 
    Securities of the series, the applicable rate;

        (13) if other than as set forth in Section 12.01 hereof, provisions 
    for the satisfaction and discharge of the Securities of said series and 
    this Indenture;

        (14) any trustees, authenticating or paying agents, transfer agents 
    or registrars with respect to the Securities of the series;

        (15) whether the Securities of the series are issuable in whole or 
    in part as one or more Global Securities and, in such case, the identity 
    of the Depository for such Global Security or Global Securities;

        (16) if the amount of payment of principal of, and premium, if any, 
    or interest, on, the Securities of the series may be determined with 
    reference to an index, formula or other method, the manner in which such 
    amounts shall be determined; and

        (17) any other terms of the series (which terms shall not be 
    contrary to the provisions of this Indenture).

                                      8
<PAGE>




    With respect to any Securities (and without limiting the generality of 
the foregoing provisions of this Section 3.01), such Board Resolution or 
indenture supplemental hereto may provide general terms or parameters and 
may provide that the specific terms of particular Securities, and the 
persons authorized to determine such terms or parameters, may be determined 
in accordance with or pursuant to the Issuer Order referred to in Section 
3.03.

    All Securities of any one series shall be substantially identical except 
as to denomination and except as may otherwise be provided in, or pursuant 
to, the authority granted in such Board Resolution or in any such indenture 
supplemental hereto.

    SECTION 3.02. In the absence of any specification pursuant to Section 
3.01 with respect to the Securities of any series, the Securities of such 
series shall be issuable as registered Securities without coupons and in 
denominations of $1,000 and any integral multiple thereof.

    Except as otherwise provided pursuant to Section 3.01 with respect to 
the series of which such Security is a part, each Security shall be dated 
the date of its authentication, and shall bear interest from the applicable 
date, and payable semiannually on the dates specified in the supplemental 
indenture, Issuer Order or Board Resolution relating to such series or as 
specified in such Security.

    The person in whose name any Security of any series is registered at the 
close of business on any record date applicable to a particular series with 
respect to any interest payment date shall be entitled to receive the 
interest payable on such interest payment date notwithstanding the 
cancellation of such Security upon any transfer or exchange thereof 
subsequent to such record date and prior to such interest payment date, and, 
in the case of a Security issued between a record date and the interest 
payment date relating to such record date, if provided for in the 
supplemental indenture, Issuer Order or Board Resolution pursuant to Section 
3.01 or as specified in such Security, the person to whom such Security 
shall have been originally issued shall be entitled to receive interest for 
the period beginning on the date of issue and ending on such initial 
interest payment date; provided, however, that if and to the extent the 
Issuer shall default in the payment of interest due on an interest payment 
date, such defaulted interest shall be paid to the persons in whose names 
the Securities are registered at the close of business on a record date 
established for such payment by notice by or on behalf of the Issuer to the 
Holders of the Securities mailed by first class mail not less than 15 days 
prior to such record date to their last addresses as they shall appear upon 
the Securities Register, such record date to be not less than 5 days 
preceding the date of payment of such defaulted interest.  Except as 
otherwise specified as contemplated by Section 3.01 for Securities of a 
particular series, the term "record date" as used with respect to any 
interest payment date shall mean, if such interest payment date is the first 
day of a calendar month, the fifteenth day of the preceding calendar month 
and shall mean, if such interest payment date is the fifteenth day of a 
calendar month, the first day of such calendar month unless the record date 
as so determined would not be a Business Day, in which event the Business 
Day next preceding.  At the option of the Issuer, payment of interest on  any


                                      9
<PAGE>




Security may be made by check mailed to the address of the person entitled 
thereto (which shall be the Depository in the case of Global  Securities)  
as such address shall appear in the Securities Register.  The Issuer and the 
Trustee understand that interest on any Global Securities will be disbursed 
or credited by the Depository to the persons having ownership interests in 
respect thereof pursuant to a "book-entry" or other system maintained by the 
Depository.

    SECTION 3.03. At any time and from time to time after the original 
execution and delivery of this Indenture, the Issuer may deliver Securities 
of any series, executed by the Issuer, to the Trustee for authentication.  
Except as otherwise provided in this Article Three, the Trustee shall 
thereupon authenticate and deliver, or cause to be authenticated and 
delivered, said Securities to or upon an Issuer Order, without any further 
action by the Issuer; provided, however, that the Trustee shall authenticate 
and deliver Securities of such series for original issue from time to time 
in the aggregate principal amount established for such series pursuant to 
such procedures, acceptable to the Trustee, as may be specified from time to 
time by an Issuer Order.  The maturity dates, original issue dates, interest 
rates and any other terms of the Securities of such series shall be 
determined by or pursuant to such Issuer Order and procedures.

    If provided for in such procedures, such Issuer Order may authorize 
authentication and delivery pursuant to oral or electronic instructions from 
the Issuer or its duly authorized agent, which instructions shall be 
promptly confirmed in writing.

    In authenticating such Securities and accepting the responsibilities 
under this Indenture in relation to such Securities, the Trustee shall be 
entitled to receive, prior to the initial authentication of such Securities, 
and (subject to Section 7.01) shall be fully protected in relying upon:

        (1) a Board Resolution relating thereto;

        (2) an executed supplemental indenture, if any, relating thereto;

        (3) an Officers' Certificate which shall state that all conditions 
    precedent provided for in this Indenture relating to the issuance of 
    such Securities have been complied with, that no Event of Default with 
    respect to any series of Securities has occurred and is continuing and 
    that the issuance of such Securities does not constitute and will not 
    result in (i) any Event of Default or any event or condition, which, 
    upon the giving of notice or the lapse of time or both, would become an 
    Event of Default or (ii) any default under the provisions of any other 
    instrument or agreement by which the Company is bound; and

        (4) an Opinion of Counsel, which shall state:

            (a) that the forms of such Securities have been duly authorized 
        by the Issuer and have been established in conformity with the 
        provisions of this Indenture;

            (b) that the terms of such Securities have been duly authorized 
        by the Issuer and have been established in conformity with the 
        provisions of this Indenture;


                                      10
<PAGE>




            (c) that such Securities when authenticated and delivered by the 
        Trustee and issued and delivered by the Issuer in the manner and 
        subject to any conditions specified in such Opinion of Counsel, will 
        have been duly issued under this Indenture and will constitute valid 
        and legally binding obligations of the Company, entitled to the 
        benefits provided by this Indenture, and enforceable in accordance 
        with their terms, subject, as to enforcement, to such matters as 
        such opinion of counsel shall specify;

            (d) that the Issuer has the corporate power to issue such 
        Securities and has duly taken all necessary corporate action with 
        respect to such issuance;

            (e) that the issuance of such Securities will not contravene the 
        charter or by-laws of the Issuer or result in any violation of any 
        of the terms or provisions of any law or regulation or of any 
        indenture, mortgage or other instrument or agreement known to such 
        counsel by which the Issuer is bound; and

            (f) that all laws and requirements in respect of the execution 
        and delivery by the Issuer of the Securities, and the related 
        supplemental indenture, if any, have been complied with and that 
        authentication and delivery of such Securities and the execution and 
        delivery of the related supplemental indenture, if any, by the 
        Trustee will not violate the terms of the Indenture;

provided, however, that, with respect to Securities of a series issued on a 
periodic basis, the Trustee shall be entitled to receive such Opinion of 
Counsel only once at or prior to the time of the first authentication of 
Securities of such series and that the opinions described in clauses (b) and 
(c) above may state, respectively,

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

        (y) that such Securities, when (1) executed by the Issuer, (2) 
    completed, authenticated and delivered by the Trustee in accordance with 
    this Indenture, (3) issued and delivered by the Issuer and (4) paid for, 
    all as contemplated by and in accordance with the aforesaid Issuer Order 
    or specified procedures, as the case may be, will have been duly issued 
    under this Indenture and will constitute valid and legally binding 
    obligations of the Issuer, entitled to the benefits provided by the 
    Indenture, and enforceable in accordance with the terms, subject, as to 
    enforcement, to such matters as such opinion of counsel shall specify.

    Notwithstanding the provisions of Section 3.01 and of this Section 3.03, 
if all the Securities of a series are not to be originally issued at one 
time, it shall not be necessary to deliver the Board Resolution or 
supplemental  indenture otherwise required pursuant to  Section 3.01 or the


                                      11
<PAGE>




Issuer Order, Officers' Certificate, Opinion of Counsel and other documents 
required pursuant to this Section 3.03 at or prior to the time of 
authentication of each Security of such series if such documents are 
delivered at or prior to the time of authentication upon original issuance 
of the first Security of such series to be issued; provided, however, that 
any subsequent request by the Issuer to the Trustee to authenticate 
Securities of such series shall constitute a representation and warranty by 
the Issuer that as of the date of such request the statements made in the 
Officers' Certificate delivered pursuant to Section 3.03(3) shall be true 
and correct on the date thereof as if made on and as of the date thereof.  
In connection with the authentication and delivery of Securities of a series 
subject to issuance on a periodic basis, the Trustee shall be entitled to 
assume that the Issuer's instructions to authenticate and deliver such 
Securities do not violate any rules, regulations or orders of any 
governmental agency or commission having jurisdiction over the Issuer.

    The Trustee shall have the right to decline to authenticate and deliver 
any Securities under this Section if the issuance of such Securities 
pursuant to this Indenture will materially affect the Trustee's own rights, 
duties or immunities under the Securities and this Indenture.

    If any Security shall have been authenticated and delivered hereunder 
but never issued and sold by the Issuer, and the Issuer shall deliver such 
Security to the Trustee for cancellation together with a written statement 
(which need not comply with Section 13.06 and need not be accompanied by an 
Opinion of Counsel) stating that such Security has never been issued and 
sold by the Issuer, for all purposes of this Indenture such Security shall 
be deemed never to have been authenticated and delivered hereunder and shall 
never be entitled to the benefits hereof.

    SECTION 3.04. The Securities shall be signed on behalf of the Issuer by 
its Chairman of the Board of Directors or a Vice Chairman of the Board of 
Directors or its President or a Vice President and by its Treasurer or an 
Assistant Treasurer or its Secretary or an Assistant Secretary, under its 
corporate seal which may, but need not, be attested.  Each such signature 
upon the Securities may be in the form of a facsimile signature of any such 
officer and may be imprinted or otherwise reproduced on the Securities and 
for that purpose the Issuer may adopt and use the facsimile signature of any 
person who has been or is or shall be such officer, and in case any such 
officer of the Issuer signing any of the Securities shall cease to be such 
officer before the Securities so signed shall have been authenticated and 
delivered by the Trustee or by the Authenticating Agent on its behalf, or 
disposed of by the Issuer, such Securities nevertheless may be authenticated 
and delivered or disposed of as though such person had not ceased to be such 
officer of the Issuer.  The seal of the Issuer may be in the form of a 
facsimile thereof and may be impressed, affixed, imprinted or otherwise 
reproduced on the Securities.

    Only such Securities as shall bear thereon a certificate of 
authentication, substantially in the form hereinbefore recited, duly 
executed by the Trustee or by the Authenticating Agent on its behalf shall 
be entitled to the benefits of this Indenture or be valid or obligatory for 
any purpose.  Such certificate by the Trustee or by the Authenticating Agent 
on its behalf upon any Security executed by the Company shall be conclusive


                                      12
<PAGE>




evidence that the Security so authenticated has been duly authenticated and 
delivered hereunder and that the holder is entitled to the benefits of this 
Indenture.

    SECTION 3.05. Subject, with respect to Global Securities, to Section 
2.04, Securities of any series may be exchanged for a like aggregate 
principal amount of Securities of the same series and having the same terms 
but in other authorized denominations.  Securities to be exchanged shall be 
surrendered at the office or agency to be maintained by the Issuer as 
provided in Section 4.02 (or at either of said offices or agencies if more 
than one) and the Issuer shall execute and register and the Trustee or the 
Authenticating Agent on its behalf shall authenticate and deliver in 
exchange therefor the Security or Securities which the securityholder making 
the exchange shall be entitled to receive.

    The Issuer shall keep, at the office or agency to be maintained as 
provided in Section 4.02 (or at least one of said offices or agencies, if 
more than one), a register or registers for each series of Securities issued 
hereunder (hereinafter collectively referred to as the "Securities 
Register") in which, subject to such reasonable regulations as it may 
prescribe, the Issuer shall, subject to the provisions of Section 2.04, 
register Securities of such series and shall register the transfer of 
Securities of such series as in this Article Three provided.  The Securities 
Register shall be in written form or in any other form capable of being 
converted into written form within a reasonable time.  At all reasonable 
times the information contained in such register or registers shall be 
available for inspection by the Trustee.  Subject to the provisions of 
Section 2.04, upon due presentment for registration of transfer of any 
Security of any series at such office or agency, the Issuer shall execute 
and register and the Trustee or the Authenticating Agent on its behalf shall 
authenticate and deliver in the name of the transferee or transferees a new 
Security or Securities of the same series for an equal aggregate principal 
amount.

    All Securities presented for registration of transfer or for exchange, 
redemption or payment shall (if so required by the Issuer or the Trustee) be 
duly endorsed by, or be accompanied by a written instrument or instruments 
of transfer in form satisfactory to the Issuer duly executed by, the Holder 
or his attorney duly authorized in writing.

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

    The Issuer shall not be required (a) to issue, register the transfer of 
or exchange any Securities of any series for a period of 15 days next 
preceding any selection of Securities to be redeemed, or (b) to register the 
transfer of or exchange any Securities selected, called or being called for 
redemption as a whole or the portion being redeemed of any Securities 
selected, called or being called for redemption in part.

    SECTION 3.06. Pending the preparation of definitive Securities of any 
series, the Issuer may execute and register and the Trustee shall authenti-


                                      13
<PAGE>




cate and deliver temporary Securities for such series (printed, 
lithographed, typewritten or otherwise reproduced).  Temporary Securities of 
any series may be of any denomination and substantially in the form of the 
definitive Securities of such series in lieu of which they are issued, but 
with such omissions, insertions and variations as may be appropriate for 
temporary Securities, all as may be determined by the Issuer.  Temporary 
Securities may contain such reference to any provisions of this Indenture as 
may be appropriate.  Every temporary Security shall be executed and 
registered by the Issuer and be authenticated by the Trustee or by the 
Authenticating Agent on its behalf upon the same conditions and in 
substantially the same manner, and with like effect, as the definitive 
Securities.  Without unreasonable delay the Issuer shall execute and 
register and shall furnish definitive Securities of such series and 
thereupon temporary Securities of such series may be surrendered in exchange 
therefore at the office or agency to be maintained by the Company as 
provided in Section 4.02 (or at any of said offices or agencies, if more 
than one), and the Trustee or the Authenticating Agent on its behalf shall 
authenticate and deliver in exchange for such temporary Securities a like 
aggregate principal amount of definitive Securities of authorized 
denominations of the same series.  Until so exchanged, the temporary 
Securities of any series shall be entitled to the same benefits under this 
Indenture as definitive Securities of such series.

    SECTION 3.07. In case any temporary or definitive Security of a series 
shall become mutilated or be destroyed, lost or stolen, the Issuer in its 
discretion may execute and register, and upon its request, the Trustee or 
the Authenticating Agent shall authenticate and deliver, a new Security of 
such series, bearing a number not contemporaneously outstanding, in exchange 
and substitution for the Security so mutilated, or in lieu of and 
substitution for the Security so destroyed, lost or stolen.  In every case 
the applicant for a substituted Security shall furnish to the Issuer and the 
the Trustee such security or indemnity as may be required by them to save 
each of them harmless, and, in every case of destruction, loss or theft, the 
applicant shall also furnish to the Issuer and to the Trustee evidence to 
their satisfaction of the destruction, loss or theft of such Security and of 
the ownership thereof.  The Trustee may authenticate any such substituted 
Security and deliver the same upon the written request or authorization of 
any officer of the Company.

    Upon the issuance of any substituted Security, the Issuer may require 
the payment of a sum sufficient to cover any tax or other governmental 
charge that may be imposed in relation thereto and any other expenses 
connected therewith and in addition a further sum not exceeding ten dollars 
for each Security issued in substitution.

    In case any Security of a series which has matured or is about to mature 
shall become mutilated or be destroyed, lost or stolen, the Issuer may, 
instead of issuing a substitute Security of such series for such Security, 
pay or authorize the payment of such Security (without surrender thereof 
except in the case of a mutilated Security) if the applicant for such 
payment shall furnish to the Issuer such security or indemnity as it may 
require to save it and the Trustee harmless, and, in every case of 
destruction, loss or theft, evidence to the satisfaction of the Issuer and 
the Trustee of the destruction, loss or theft of such Security and of the 
ownership thereof.

                                      14
<PAGE>




    Every substituted Security of any series issued pursuant to the 
provisons of this Section 3.07 by virtue of the fact that any such Security 
is destroyed, lost or stolen shall, with respect to such Security, 
constitute an additional contractual obligation of the Issuer, whether or 
not the destroyed, lost or stolen Security shall at any time be enforceable 
by anyone, and shall be entitled to all the benefits of this Indenture 
equally and proportionately with any and all other Securities of such series 
issued under this Indenture.  All Securities shall be held and owned upon 
the express condition that (to the extent lawful) the foregoing provisions 
shall be exclusive with respect to the replacement or payment of mutilated, 
destroyed, lost or stolen Securities and shall preclude any and all other 
rights or remedies, notwithstanding any law or statute now existing or 
hereafter enacted to the contrary with respect to the replacement or payment 
of negotiable instruments or other securities without their surrender.

    SECTION 3.08. All securities surrendered for payment, redemption, 
exchange or registration of transfer shall, if surrendered to the Issuer, 
the Authenticating Agent or any Paying Agent, be delivered to the Trustee 
for cancellation or, if surrendered to the Trustee, be cancelled by it, and 
no Securities shall be issued in lieu thereof except as expressly permitted 
by any of the provisions of this Indenture.  On request of the Issuer, the 
Trustee shall deliver to the Issuer cancelled Securities held by the 
Trustee.  As directed by an Issuer Order, the Trustee may destroy cancelled 
Securities and deliver a certificate of such destruction to the Issuer.  If 
the Issuer shall acquire any of the Securities, such acquisition shall not 
operate as a redemption or satisfaction of the indebtedness represented by 
such Securities unless and until the same are delivered to the Trustee or 
surrendered to the Trustee for cancellation.

    SECTION 3.09. Nothing in this Indenture or in the Securities of any 
series, expressed or implied, shall give or be construed to give to any 
person other than the parties hereto and their successors and the Holders of 
the Securities of any series any legal or equitable right, remedy or claim 
under or in respect of this Indenture, or under any covenant, condition or 
provision herein contained, all the covenants, conditions and provisions 
hereof being for the sole benefit of the parties hereto and their successors 
and of the Holders of the Securities of any series.

    SECTION 3.10. Except as otherwise specified as contemplated by Section 
3.01 for Securities of any series, interest on the Securities of each series 
shall be computed on the basis of a 360-day year of twelve 30-day months.


                                ARTICLE FOUR
                           COVENANTS OF THE ISSUER

    SECTION 4.01. The Issuer will duly and punctually pay or cause to be 
paid the principal of (and premium, if any) and interest on each of the 
Securities of any series, to or upon the written order of the holders 
thereof, at the place or places, at the respective times and in the manner 
provided in such Securities and in this Indenture.

    SECTION 4.02. As long as any of the Securities of any series remain 
Outstanding, the Issuer will  maintain an office or agency in the Borough of


                                      15
<PAGE>




Manhattan, The City of New York, State of New York (and at such other place, 
if any, as shall be specified in the form of Security as a place for payment 
of principal and interest), where the Securities of such series may be 
presented for registration of transfer and for exchange as in this Indenture 
provided, and where notices and demands to or upon the Issuer in respect of 
the Securities of such series or of this Indenture may be served and where 
the Securities of such series may be presented for payment.  The Issuer will 
give to the Trustee notice of the location of each such office and of any 
change in the location thereof.  Unless otherwise specified in accordance 
with Section 3.01, the Issuer hereby initially designates Shawmut Trust 
Company, 40 Broad Street, New York, NY 10004 as the office to be maintained 
for each such purpose.  In case the Issuer shall fail to maintain any such 
office or shall fail to give such notice of the location or of any change in 
the location thereof, presentations may be made and demands may be served at 
the Corporate Trust Office of the Trustee.

    SECTION 4.03. The Issuer will not issue, assume, incur or guarantee any 
indebtedness for borrowed money secured by a mortgage, pledge, lien or other 
encumbrance, directly or indirectly, on any of the common stock of a 
principal subsidiary (as defined in Section 4.04 hereof) unless the 
Outstanding Securities and, if the Issuer so elects, any other indebtedness 
of the Issuer ranking on a parity with the Outstanding Securities, shall be 
secured equally and ratably with, or prior to, such secured indebtedness for 
borrowed money so long as it is outstanding.

    SECTION 4.04.  The Issuer will not, and will not permit a principal 
subsidiary (as defined in this Section 4.04) to, issue, sell, assign, 
transfer or otherwise dispose of, directly or indirectly, any of the common 
stock of such principal subsidiary (except to the Issuer or for the purpose 
of qualifying directors); provided, however, that this covenant shall not 
apply if (i) the entire common stock of such principal subsidiary then owned 
by the Issuer is disposed of in a single transaction, or in a series of 
related transactions, for a consideration consisting of cash or other 
property which is at least equal to the fair value of such common stock, as 
determined in good faith by the Board of Directors; or (ii) the issuance, 
sale, assignment transfer or other disposition is required to comply with 
the order of a court or regulatory authority of competent jurisdiction, 
other than an order issued at the request of the Issuer or such principal 
subsidiary; or (iii) after giving effect to the issuance, sale, assignment, 
transfer or other disposition, the Issuer would own directly or indirectly 
at least 80% of the issued and outstanding common stock of such principal 
subsidiary and such issuance, sale, assignment, transfer or other 
disposition is made for a consideration consisting of cash or other property 
which is at least equal to the fair value of such common stock, as 
determined in good faith by the Board of Directors.

    For purposes of Section 4.03 and Section 4.04 of this Article IV, a 
"principal subsidiary" is any subsidiary of the Issuer whose consolidated 
tangible assets comprise in excess of 25% of consolidated tangible assets of 
the Issuer and its consolidated subsidiaries.  "Consolidated tangible 
assets" with respect to any entity and its subsidiaries means the amount at 
which the assets, other than goodwill, patents, trademarks, and other assets 
classified as intangible assets in accordance with generally accepted 
accounting principles,  would be shown on its  consolidated balance sheet at


                                      16
<PAGE>




such time.  A "subsidiary" of the Issuer is a corporation of which a 
majority of the outstanding shares of stock of each class having ordinary 
voting power is owned by the Issuer and/or by one or more subsidiaries of 
the Issuer.

    SECTION 4.05. The Issuer, whenever necessary to avoid or fill a vacancy 
in the office of Trustee, will appoint, in the manner provided in Section 
7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

    SECTION 4.06. (a) Whenever the Issuer shall appoint a Paying Agent other 
than the Trustee with respect to the Securities of any series, it will cause 
such Paying Agent to execute and deliver to the Trustee an instrument in 
which such Paying Agent shall agree with the Trustee, subject to the 
provisions of this Section 4.06,

        (1) that it will hold all sums received by it as such Agent for the 
    payment of the principal of (and premium, if any) or interest on the 
    Securities of such series (whether such sums have been paid to it by the 
    Issuer or by any other obligor on the Securities of such series) in 
    trust for the benefit of the respective Holders of the Securities of 
    such series entitled thereto and will notify the Trustee of the receipt 
    of sums to be so held,

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

        (3) at any time during the continuance of any failure referred to in 
    clause (2) above upon the written request of the Trustee, forthwith pay 
    to the Trustee all sums so held in trust by such Paying Agent.

        (b) If the Issuer shall act as its own Paying Agent with respect to 
    the Securities of any series, it will, on or before each due date of the 
    principal of (and premium, if any) or interest on the Securities of such 
    series, set aside, segregate and hold in trust for the benefit of the 
    Holder of the Securities of such series entitled thereto a sum 
    sufficient to pay such principal (and premium, if any) or interest so 
    becoming due.  The Issuer will promptly notify the Trustee of any 
    failure to take such action.

        (c) Anything in this Section 4.06 to the contrary notwithstanding, 
    the Issuer may, at any time, for the purpose of obtaining a satisfaction 
    and discharge with respect to one or more or all series of Securities 
    hereunder, or for any other reason, pay or cause to be paid to the 
    Trustee all sums held in trust for any such series by the Issuer or any 
    Paying Agent hereunder as required by this Section 4.06, such sums to be 
    held by the Trustee upon the trusts herein contained.

        (d) Anything in this Section 4.06 to the contrary notwithstanding, 
    the agreement to hold sums in trust as provided in this Section 4.06 is 
    subject to the provisions of Sections 12.03 and 12.04.


                                      17
<PAGE>




    SECTION 4.07.  The Issuer will deliver to the Trustee, within 120 days 
after the end of each fiscal year, a brief certificate (which need not 
comply with Section 13.06), from the principal executive, financial or 
accounting officer of the Issuer as to his or her knowledge of the Issuer's 
compliance with all conditions and covenants under the Indenture (such 
compliance to be determined without regard to any period of grace or 
requirement of notice provided hereunder).


                                ARTICLE FIVE
                   SECURITYHOLDER LISTS AND REPORTS BY THE
                           ISSUER AND THE TRUSTEE

    SECTION 5.01. The Issuer covenants and agrees that it will furnish or 
cause to be furnished to the Trustee a list in such form as the Trustee may 
reasonably require of the names and addresses of the Holders of the 
Securities of each series;

        (a) semiannually not more than 15 days after each record date for 
    the payment of interest on such Securities of such series, as specified 
    in such Securities, as of such record date, and

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

provided, however, that so long as the Trustee is the Securities registrar, 
no such list need be provided.

    SECTION 5.02. (a) The Trustee shall preserve, in as current a form as is 
reasonably practicable, all information as to the names and addresses of the 
Holders of each series of the Securities contained in the most recent list 
furnished to it as provided in Section 5.01 and the names and addresses of 
the Holders of the Securities of each series received by the Trustee in the 
capacity of Securities registrar, if so acting.  The Trustee may destroy any 
list furnished to it as provided in Section 5.01 upon receipt of a new list 
so furnished.

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

        (i) afford to such applicants access to the information preserved at 
    the time by the Trustee in accordance with the provisions of subsection 
    (a) of this Section 5.02, or


                                      18
<PAGE>




        (ii) inform such applicants as to the approximate number of Holders 
    of Securities of such series or all Securities, as the case may be, 
    whose names and addresses appear in the information preserved at the 
    time by the Trustee, in accordance with the provisions of subsection (a) 
    of this Section 5.02, and as to the approximate cost of mailing to such 
    securityholders the form of proxy or other communication, if any, 
    specified in such application.

    If the Trustee shall elect not to afford to such applicants access to 
such information, the Trustee shall, upon the written request of such 
applicants, mail to each Holder of Securities of such series or all Holders 
of Securities, as the case may be, whose names and addresses appear in the 
information preserved at the time by the Trustee in accordance with the 
provisions of subsection (a) of this Section 5.02 a copy of the form of 
proxy or other communication which is specified in such request, with 
reasonable promptness after a tender to the Trustee of the material to be 
mailed and of payment, or provision for the payment, of the reasonable 
expenses of mailing, unless within five days after such tender, the Trustee 
shall mail to such applicants and file with the Commission, together with a 
copy of the material to be mailed, a written statement to the effect that, 
in the opinion of the Trustee, such mailing would be contrary to the best 
interests of the Holders of Securities of such series or all Holders of 
Securities, or would be in violation of applicable law.  Such written 
statement shall specify the basis of such opinion.  If said commission, 
after opportunity for a hearing upon the objections specified in the written 
statement so filed, shall enter an order refusing to sustain any of such 
objections or if, after the entry of an order sustaining one or more of such 
objections, the Commission shall find, after notice and opportunity for 
hearing, that all the objections so sustained have been met, and shall enter 
an order so declaring, the Trustee shall mail copies of such material to all 
such Holders of Securities with reasonable promptness after the entry of 
such order and the renewal of such tender; otherwise, the Trustee shall be 
relieved of any obligation or duty to such applicants respecting their 
application.

    (c) Each and every Holder of Securities, by receiving and holding the 
same, agrees with the Issuer and the Trustee that neither the Issuer nor the 
Trustee nor any Paying Agent shall be held accountable by reason of the 
disclosure of any such information as to the names and addresses of the 
Holders of Securities in accordance with the provisions of subsection (b) of 
this Section 5.02, regardless of the source from which such information was 
derived, and that the Trustee shall not be held accountable by reason of 
mailing any material pursuant to a request made under such subsection (b).

    SECTION 5.03. The Issuer covenants:

        (a) to file with the Trustee, within 15 days after the Issuer is 
    required to file the same with the Commission, copies of the annual 
    reports and of the information, documents and other reports (or copies 
    of such portions of any of the foregoing as said Commission may from 
    time to time by rules and regulations prescribe) which the Issuer may be 
    required to file with the Commission pursuant to Section 13 or Section 
    15(d) of the Securities Exchange Act of 1934; or, if the Issuer is not 
    required to file information, documents or reports pursuant to either of 


                                      19
<PAGE>




    such Sections, then to file with the Trustee and the Commission, in 
    accordance with rules and regulations prescribed from time to time by 
    said 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;

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

        (c) to transmit by mail to the Holders of Securities in the manner 
    and to the extent provided in subsection (c) of Section 5.04 within 30 
    days after the filing thereof with the Trustee, such summaries of any 
    information, documents and reports required to be filed by the Issuer 
    pursuant to subsections (a) and (b) of this Section 5.03 as may be 
    required to be transmitted to such Holders by rules and regulations 
    prescribed from time to time by the Commission.

    SECTION 5.04. (a) On or before July 15 in each year following the date 
of original execution of this Indenture, so long as any Securities are 
Outstanding, the Trustee shall transmit by mail as provided below to the 
securityholders of each series, as provided in subsection (c) of this 
Section 5.04, a brief report, dated as of a date 60 days prior thereto with 
respect to:

        (i) any change to its eligibility under Section 7.09 and its 
    qualification under Section 310(b) of the Trust Indenture Act;

        (ii) the creation of or any material change to a relationship 
    specified in clauses (1) through (10) of Section 310(b) of the Trust 
    Indenture Act;

        (iii) the character and amount of any advances (and if the Trustee 
    elects so to state, the circumstances surrounding the making thereof) 
    made by the Trustee (as such) which remain unpaid on the date of such 
    report and for the reimbursement of which it claims or may claim a lien 
    or charge, prior to that of the Securities of any series, on any 
    property or funds held or collected by it as Trustee, except that the 
    Trustee shall not be required (but may elect) to report such advances if 
    such advances so remaining unpaid aggregate not more than 1/2 of 1% of 
    the principal amount of the Securities of such series Outstanding on the 
    date of such report;

        (iv) any change to the amount, interest rate and maturity date of 
    all other indebtedness owing by the Issuer (or by any other obligor on 
    the Securities of such series) to the Trustee in its individual capacity 
    on the date of such report, with a brief description of any property 
    held as collateral security therefor, except any indebtedness based upon 
    a creditor relationship arising in any manner described in paragraphs 
    (2), (3), (4) or (6) of subsection (b) of Section 311 of the Trust 
    Indenture Act;

                                      20
<PAGE>




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

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

        (vii) any action taken by the Trustee in the performance of its 
    duties under this Indenture which it has not previously reported and 
    which in its opinion materially affects the Securities of any series, 
    except action in respect of a default, notice of which has been or is to 
    be withheld by it in accordance with the provisions of Section 6.07.

    (b) The Trustee shall transmit to the securityholders of each series, as 
provided in subsection (c) of this Section 5.04, a brief report with respect 
to the character and amount of any advances (and if the Trustee elects so to 
state, the circumstances surrounding the making thereof) made by the Trustee 
as such since the date of the last report transmitted pursuant to the 
provisions of subsection (a) of this Section 5.04 (or if no such report has 
yet been so transmitted, since the date of execution of this Indenture), for 
the reimbursement of which it claims or may claim a lien or charge, prior to 
that of the Securities of any series, on property or funds held or collected 
by it as Trustee and which it has not previously reported pursuant to this 
subsection (b), except that the Trustee shall not be required (but may 
elect) to report such advances if such advances remaining unpaid at any time 
aggregate 10% or less of the principal amount of Securities of such series 
Outstanding at such time, such report to be transmitted within 90 days after 
such time.

    (c) Reports pursuant to this Section 5.04 shall be transmitted by mail 
to all Holders of Securities, as the names and addresses of such Holders 
appear in the Securities Register; to such Holders of Securities as have, 
within the two years preceding such transmission, filed their names and 
addresses with the Trustee for that purpose; and, except in the case of 
reports pursuant to subsection (b) of this Section 5.04, to all Holders of 
Securities whose names and addresses have been furnished to or received by 
the Trustee pursuant to this Article Five.

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


                                 ARTICLE SIX
                 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                             ON EVENT OF DEFAULT

    SECTION 6.01. "Event of Default", with respect to the Securities of any 
series, where used herein, means each one of the following events which 
shall have occurred and be continuing (whatever the reason for such Event of 
Default and whether it shall be voluntary or involuntary or be effected by 
operation of law or pursuant to any judgment, decree or order of any court or


                                      21
<PAGE>




or any order, rule or regulation of any administrative or governmental 
body), unless it is either inapplicable to a particular series or it is 
specifically deleted or modified in the applicable resolution of the Board 
of Directors or in the supplemental indenture under which such series of 
Securities is issued, as the case may be, as contemplated by Section 3.01:

        (a) default in the payment of any installment of interest upon any 
    of the Securities of such series as and when the same shall become due 
    and payable, and continuance of such default for a period of 90 days; or

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

        (c) failure on the part of the Issuer duly to observe or perform any 
    other of the covenants or agreements on the part of the Issuer in the 
    Securities of such series or in this Indenture contained for a period of 
    90 days after the date on which written notice of such failure, 
    requiring the Issuer to remedy the same, shall have been given to the 
    Issuer by the Trustee by registered mail or to the Issuer and the 
    Trustee by the Holders of at least 25% in aggregate principal amount of 
    the Securities of all series affected thereby at the time Outstanding; or

        (d) a decree or order by a court having jurisdiction in the premises 
    shall have been entered adjudging the Issuer a bankrupt or insolvent, or 
    approving as properly filed a petition seeking reorganization of the 
    Issuer under the Federal Bankruptcy Code or any other similar applicable 
    Federal or State law, and such decree or order shall have continued 
    undischarged and unstayed for a period of 60 days; or a decree or order 
    of a court having jurisdiction in the premises for the appointment of a 
    receiver or liquidator or trustee or assignee in bankruptcy or 
    insolvency of the Issuer or of its property, or for the winding up or 
    liquidation of its affairs, shall have been entered, and such decree or 
    order shall have continued undischarged and unstayed for a period of 60 
    days; or

        (e) the Issuer shall institute proceedings to be adjudicated a 
    voluntary bankrupt, or shall consent to the filing of a bankruptcy 
    proceeding against it, or shall file a petition or answer or consent 
    seeking reorganization under the Federal Bankruptcy Code or any other 
    similar applicable Federal or State law, or shall consent to the filing 
    of any such petition, or shall consent to the appointment of a receiver 
    or liquidator or trustee or assignee in bankruptcy or insolvency of it 
    or of its property, or shall make an assignment for the benefit of 
    creditors, or shall admit in writing its inability to pay its debts 
    generally as they become due, or corporate action shall be taken by the 
    Issuer in furtherance of any of the aforesaid purposes; or

        (f) an event of default, as defined in any other indenture or 
    instrument evidencing or under which the Issuer has at the date of this 
    Indenture or shall hereafter have outstanding at least $100,000,000 
    aggregate principal amount of indebtedness for borrowed money, shall 
    happen and be continuing and such indebtedness shall have been accelera-


                                      22
<PAGE>




    ted so that the same shall be or become due and payable prior to the 
    date on which the same would otherwise have become due and payable, and 
    such acceleration shall not be rescinded or annulled within ten days 
    after notice thereof shall have been given to the Issuer by the Trustee 
    (if such event be known to it), or to the Issuer and the Trustee by the 
    holders of at least 25% in aggregate principal amount of all of the 
    Securities at the time Outstanding (treated as one class); provided that 
    if such event of default under such indenture or instrument shall be 
    remedied or cured by the Issuer or waived by the holders of such 
    indebtedness, then the Event of Default hereunder by reason thereof 
    shall be deemed likewise to have been thereupon remedied, cured or 
    waived without further action upon the part of either the Trustee or any 
    of the securityholders, and provided further however that, subject to 
    the provisions of Section 7.01 and 7.02, the Trustee shall not be 
    charged with knowledge of any such default unless written notice thereof 
    shall have been given to the Trustee by the Issuer, by the holder or an 
    agent of the holder of any such indebtedness, by the trustee then acting 
    under any indenture or other instrument under which such default shall 
    have occurred, or by the holders of not less than 25% in the aggregate 
    principal amount of the Securities at the time Outstanding; or

        (g) any other Event of Default established by or pursuant to a 
    resolution of the Board of Directors or one or more indentures 
    supplemental hereto as applicable to the Securities of such series.

If an Event of Default described in clause (a), (b), (c) or (g) above (if 
the Event of Default under clause (c) or (g) is with respect to fewer than 
all series of Securities then outstanding) occurs and is continuing, then 
and in each and every such case, unless the principal of all the Securities 
of such series shall have already become due and payable, either the Trustee 
or the Holders of not less than 25% in aggregate principal amount of the 
Securities of such series then Outstanding hereunder (each such series 
voting as a separate class) by notice in writing to the Issuer (and to the 
Trustee, if given by securityholders), may declare the entire principal of 
all the Securities of such series and the interest accrued thereon, if any, 
to be due and payable immediately, and upon any such declaration the same 
shall become and shall be immediately due and payable, anything in this 
Indenture or in the Securities of such series contained to the contrary 
notwithstanding.  If an Event of Default described in clause (c), (d), (e), 
(f) or (g) above (if the Event of Default under clause (c) or (g) is with 
respect to all series of Securities then Outstanding) occurs and is 
continuing, then and in each and every case, unless the principal of all the 
Securities shall have already become due and payable, either the Trustee or 
the Holders of not less than 25% in aggregate principal amount of all the 
Securities then Outstanding  hereunder (treated as one class), by  notice in


                                      23
<PAGE>




writing to the Issuer (and to the Trustee, if given by securityholders), may 
declare the entire principal of all the Securities then Outstanding and the 
interest accrued thereon, if any, to be due and payable immediately, and 
upon any such declaration the same shall become immediately due and 
payable.  The foregoing provisions, however, are subject to the condition 
that if, at any time after the principal of the Securities of such series 
(or all of the Securities, as the case may be) shall have been so declared 
due and payable, and before any judgment or decree for the payment of the 
moneys due shall have been obtained or entered as hereinafter provided, the 
Issuer shall pay, or shall deposit with the Trustee a sum sufficient to pay, 
all matured installments of interest upon all the Securities of such series 
(or upon all the Securities, as the case may be) and the principal of (and 
premium, if any, on) any and all Securities of such series (or all of the 
Securities, as the case may be) which shall have become due otherwise than 
by declaration, with interest upon such principal (and premium, if any) and 
(to the extent that payment of such interest is enforceable under applicable 
law) upon any overdue installments of interest at the same rate as the rate 
of interest specified in the Securities of such series to the date of such 
payment or deposit, and such amount as shall be sufficient to cover 
reasonable compensation to the Trustee, its agents and counsel, and all 
other expenses and liabilities incurred, and all advances made, by the 
Trustee, or amounts otherwise due the Trustee under Section 7.06, except as 
a result of its negligence or bad faith, and if any and all defaults under 
this Indenture, other than the nonpayment of the principal of and all 
matured installments of interest upon all the Securities of such series 
which shall have become due by declaration, shall have been remedied -- then 
and in every such case the Holders of a majority in aggregate principal 
amount of the Securities of such series (each series voting as separate 
class), or, of all the Securities (voting as a single class), as the case 
may be, then Outstanding by written notice to the Issuer and to the Trustee 
may waive all defaults with respect to that series (or with respect to all 
the Securities, as the case may be) and rescind and annul such declaration 
and its consequences; but no such waiver or rescission or annulment shall 
extend to or shall affect any subsequent default or shall impair any right 
consequent thereon.

    In case the Trustee shall have proceeded to enforce any right under this 
Indenture and such proceedings shall have been discontinued or abandoned 
because of such waiver or rescission or annulment or for any other reason or 
shall have been determined adversely to the Trustee, then and in every such 
case the Issuer, the Trustee and the Holders of the Securities shall be 
restored respectively to their former positions and rights hereunder, and 
all rights, remedies and powers of the Issuer, the Trustee and the Holders 
of the Securities shall continue as though no such proceedings had been 
taken.

    SECTION 6.02. The Issuer covenants that (1) in case default shall be 
made in the payment of any installment of interest on any of the Securities 
of any series, as and when the same shall become due and payable, and such 
default shall have continued for a period of 90 days or (2) in case default 
shall be made in the payment of all or any part of the principal of (or 
premium, if any, on) any of the Securities of any series when the same shall 
have become due and payable, whether upon maturity of the Securities of such 
series or upon  redemption  or upon  declaration  or otherwise -- then, upon


                                      24
<PAGE>




demand of the Trustee, the Issuer will pay to the Trustee for the benefit of 
the Holder of any such Security the whole amount that then shall have become 
due and payable on any such Security for the principal (and premium, if any) 
and interest, with interest upon any overdue principal (and premium, if 
any), and (to the extent that payment of such interest is enforceable under 
applicable law) upon any overdue installments of interest, at the same rate 
as the rate of interest specified in the Securities of such series, and, in 
addition thereto, such further amount as shall be sufficient to cover 
reasonable compensation to the Trustee, its agents and counsel, and all 
other expenses and liabilities incurred, and all advances made, by the 
Trustee, or otherwise due the Trustee under Section 7.06 except as a result 
of its negligence or bad faith.

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

    In case there shall be pending proceedings for the bankruptcy or for the 
reorganization of the Issuer or any other obligor upon the Securities under 
the Federal Bankruptcy Code or any other applicable law, or in case a 
receiver or trustee shall have been appointed for the property of the Issuer 
or such other obligor, or in the case of any other judicial proceedings 
relative to the Issuer or other obligor upon the Securities or to the 
creditors or property of the Issuer or such other obligor, the Trustee, 
irrespective of whether the principal of the Securities shall then be due 
and payable as therein expressed or by declaration or otherwise and 
irrespective of whether the Trustee shall have made any demand pursuant to 
the provisions of this Section 6.02, shall be entitled and empowered, by 
intervention in such proceedings or otherwise, to file and prove a claim or 
claims for the whole amount of principal and interest owing and unpaid in 
respect of the Securities and to file such other papers or documents as may 
be necessary or advisable in order to have the claims of the Trustee 
(including any claim for reasonable compensation to the Trustee, its agents 
and counsel, and for reimbursement of all expenses and liabilities incurred, 
and all advances made, by the Trustee or amounts otherwise due the Trustee 
under Section 7.06 except as a result of its negligence or bad faith) and of 
the securityholders allowed in any judicial proceedings relative to the 
Issuer or other obligor upon the Securities, or to the creditors or property 
of the Issuer or such other obligor, and to collect and receive any moneys 
or other property payable or deliverable on any such claims and to 
distribute all amounts received with respect to the claims of the 
securityholders and of the Trustee on their behalf; and any receiver, 
assignee or trustee in bankruptcy or reorganization is hereby authorized by 
each of the securityholders to make payments to the Trustee and, in the 
event that the Trustee shall consent to the making of payments directly to 
the securityholders, to pay to the Trustee such amount as shall be 
sufficient to cover reasonable compensation to the Trustee, its agent and


                                      25
<PAGE>




counsel, and all other expenses and liabilities incurred, and all advances 
made, by the Trustee or amounts otherwise due the Trustee under Section 7.06 
except as a result of its negligence or bad faith.

    All rights of action and to assert claims under this Indenture or under 
any of the Securities, may be enforced by the Trustee without the possession 
of any of the Securities or the production thereof on any trial or other 
proceedings relative thereto, and any such action or proceedings instituted 
by the Trustee shall be brought in its own name as trustee of an express 
trust, and any recovery of judgment shall be for the ratable benefit of the 
Holders of the Securities.

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

    In case of a default hereunder the Trustee may in its discretion proceed 
to protect and enforce the rights vested in it by this Indenture by such 
appropriate judicial proceedings as the Trustee shall deem most effectual to 
protect and enforce any of such rights, either at law or in equity or in 
bankruptcy or otherwise, whether for the specific enforcement of any 
covenant or agreement contained in this Indenture or in aid of the exercise 
of any power granted in this Indenture, or otherwise, and the Trustee may 
enforce any other legal or equitable right vested in the Trustee by this 
Indenture or by law.

    SECTION 6.03. Any moneys collected by the Trustee pursuant to this 
Article in respect of any series of the Securities shall be applied in the 
order following at the date or dates fixed by the Trustee and, in case of 
the distribution of such moneys on account of principal (or premium, if any) 
or interest, upon presentation of the several Securities and stamping 
thereon the payment if only partially paid, and upon surrender thereof if 
fully paid:

        FIRST:  To the payment of costs and expenses of collection, 
    reasonable compensation to the Trustee its agents and attorneys, and all 
    expenses and liabilities incurred, and all advances made, by the 
    Trustee, or amounts otherwise due the Trustee under Section 7.06, except 
    as a result of its negligence or bad faith;

        SECOND:  In case the principal of the Securities of such series 
    shall not have become due, to the payment of interest on the Securities 
    of such series in default in the order of the maturity of the 
    installments of such interest, with interest (to the extent that such 
    interest has been collected by the Trustee), to the extent that payment 
    of such interest is enforceable under applicable law, upon the overdue 
    installments of interest at the same rate as the rate of interest 
    specified in the Securities of such series, such payments to be made 
    ratably to the persons entitled thereto;

        THIRD:  In case the principal of the Securities of such series shall


                                      26
<PAGE>




    have become due by declaration or otherwise, to the payment of the whole 
    amount then owing and unpaid upon all the Securities of such series for 
    principal (and premium, if any) and interest, with interest upon the 
    overdue principal (and premium, if any) and (to the extent that such 
    interest has been collected by the Trustee), to the extent that payment 
    of such interest is enforceable under applicable law, upon overdue 
    installments of interest at the same rate as the rate of interest 
    specified in the Securities of such series; and in case such moneys 
    shall be insufficient to pay in full the whole amount so due and unpaid 
    upon the Securities of such series, then to the payment of such 
    principal (and premium, if any) and interest without preference or 
    priority, ratably according to the aggregate of such principal (and 
    premium, if any) and interest.

    SECTION 6.04. No Holder of any Security of any series shall have any 
right by virtue or by availing of any provision of this Indenture to 
institute any action or proceeding at law or in equity or in bankruptcy or 
otherwise upon or under or with respect to the Indenture, or for the 
appointment of a receiver or trustee, or for any other remedy hereunder, 
unless such Holder previously shall have given to the Trustee written notice 
of an Event of Default and unless also the Holders of not less than 25% in 
aggregate principal amount of the Securities of such series then Outstanding 
shall have made written request upon the Trustee to institute such action or 
proceeding in its own name as Trustee hereunder and shall have offered to 
the Trustee such reasonable indemnity as it may require against the costs, 
expenses and liabilities to be incurred therein or thereby and the Trustee, 
for 60 days after its receipt of such notice, request and offer of 
indemnity, shall have failed to institute any such action or proceeding and 
no direction inconsistent with such written request shall have been given to 
the Trustee pursuant to Section 6.06; it being understood and intended and 
being expressly covenanted by the taker and Holder of every Security with 
every other taker and Holder of any Security and the Trustee, that no one or 
more Holders of Securities of any series shall have any right in any manner 
whatever by virtue or by availing of any provision of this Indenture to 
affect, disturb or prejudice the rights of any other Holder of Securities, 
or to obtain to seek to obtain priority over or preference to any other such 
Holder or to enforce any right under this Indenture, except in the manner 
herein provided and for the equal, ratable and common benefit of all Holders 
of Securities of such series.  For the protection and enforcement of the 
provisions of this Section 6.04, each and every securityholder and the 
Trustee shall be entitled to such relief as can be given either at law or in 
equity.

    Notwithstanding any other provision in this Indenture, however, the 
right of any Holder of any Security of any series to receive payment of the 
principal of, or premium, if any, or interest on such Security, on or after 
the respective due dates expressed in such Security, or to institute suit 
for the enforcement of any such payment on or after such respective dates, 
shall not be impaired or affected without the consent of such Holder.

    SECTION 6.05. All powers and remedies given by this Article Six to the 
Trustee or to the securityholders shall, to the extent permitted by law, be 
deemed cumulative and not exclusive of any thereof or of any other powers 
and remedies  available to the Trustee or the  securityholders, by  judicial


                                      27
<PAGE>




proceedings or otherwise, to enforce the performance or observance of the 
covenants and agreements contained in this Indenture, and no delay or 
omission of the Trustee or of any holder of any of the Securities in 
exercising any right or power accruing upon any default occurring and 
continuing as aforesaid shall impair any such right or power or shall be 
construed to be a waiver of any such default or an acquiescence therein; 
and, subject to the provisions of Section 6.04, every power and remedy given 
by this Article Six or by law to the Trustee or to the securityholders may 
be exercised from time to time, and as often as shall be deemed expedient, 
by the Trustee or by the securityholders.

    SECTION 6.06. The Holders of a majority in aggregate principal amount of 
the Securities of each series affected (with each series voting as a 
separate class) at the time Outstanding shall have the right to direct the 
time, method and place of conducting any proceeding for any remedy available 
to the Trustee, or exercising any trust or power conferred on the Trustee 
with respect to the Securities of such series by this Indenture, provided 
that

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

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

        (3) the Trustee may decline any such direction that a committee of 
    responsible officers of the Trustee reasonably determines, based upon a 
    written opinion of independent counsel, will cause the Trustee to incur 
    any personal liability for which it shall not have been adequately 
    indemnified pursuant to Section 7.02.

Prior to the declaration of the acceleration of the maturity of the 
Securities of any series as provided in Section 6.01, the Holders of a 
majority in aggregate principal amount of the Securities of such series at 
the time Outstanding may on behalf of the Holders of all the Securities of 
such series waive any past default described in clause (c) or (g) of Section 
6.01 which relates to fewer than all series of Securities then Outstanding, 
and the Holders of a majority in aggregate principal amount of the 
Securities then Outstanding affected thereby (each series voting as a 
separate class) may waive any such default or, in the case of an event 
specified in clause (c) or (g) (if the event specified under clause (c) or 
(g) relates to all series of Securities then Outstanding) or (d), (e) or (f) 
of Section 6.01, the Holders of a majority in aggregate principal amount of 
all the Securities then Outstanding (voting as one class) may waive any such 
default, and its consequences, except a default in the payment of the 
principal of (or premium, if any) or interest on any of the Securities of 
such series.  In the case of any such waiver, the Issuer, the Trustee and 
the Holders of the Securities of such series shall be restored to their 
former positions and rights hereunder, respectively; but no such waiver 
shall extend to any subsequent or other default or impair any right 
consequent thereon.

    SECTION 6.07. The Trustee shall, within 90 days after the occurrence of 
a default, give to all securityholders of any series, as the names and 
addresses of such Holders  appear on the Securities  Register, notice by mail


                                      28
<PAGE>




of all defaults known to the Trustee to have occurred with respect to such 
series, unless such defaults shall have been cured before the giving of such 
notice (the term "default" or "defaults" for the purposes of this Section 
6.07 being hereby defined to mean any event or events, as the case may be, 
specified in clauses (a), (b), (c), (d), (e), (f) and (g) of Section 6.01, 
not including periods of grace, if any, provided for therein, and 
irrespective of the giving of written notice specified in clause (c) of 
Section 6.01); provided that, except in the case of a default in the payment 
of the principal of (or premium, if any) or interest on any of the 
Securities of such series, the Trustee shall be protected in withholding 
such notice if and so long as the board of directors, the executive 
committee or a trust committee of directors and/or responsible officers of 
the Trustee in good faith determines that the withholding of such notice is 
in the interests of the securityholders of such series.

    SECTION 6.08. All parties to this Indenture agree, and each Holder of 
any Security by his acceptance thereof shall be deemed to have agreed, that 
any court may in its discretion require, in any suit for the enforcement of 
any right or remedy under this Indenture or in any suit against the Trustee 
for any action taken, suffered or omitted by it as Trustee, the filing by 
any party 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 attorney's 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 
6.08 shall not apply to any suit instituted by the Trustee, to any suit 
instituted by any securityholder or group of securityholders of any series 
holding in the aggregate more than 10% in aggregate principal amount of the 
Securities of such series Outstanding or in the case of any suit relating to 
or arising under clause (c) or (g) of Section 6.01 (if the suit relates to 
Securities of more than one but fewer than all series), 10% in aggregate 
principal amount of Securities Outstanding affected thereby, or, in the case 
of any suit relating to or arising under clause (c) or (g) (if the suit 
under clause (c) or (g) relates to all the Securities then Outstanding), 
(d), (e) or (f) of Section 6.01, 10% in aggregate principal amount of all 
Securities Outstanding, or to any suit instituted by any Holder of 
Securities for the enforcement of the payment of the principal of (or 
premium, if any) or interest on, any Security on or after the due date 
expressed in such Security.


                               ARTICLE SEVEN
                           CONCERNING THE TRUSTEE

    SECTION 7.01. The Trustee, prior to the occurrence of an Event of 
Default and after the curing or waiving of all Events of Default which may 
have occurred, undertakes to perform such duties and only such duties as are 
set forth in this Indenture.  In case an Event of Default with respect to 
the Securities of any series has occurred (which has not been cured) the 
Trustee shall with respect to such Securities exercise such of the rights 
and powers vested in it by this Indenture, and use the same degree of care 
and skill in their exercise, as a prudent man would exercise or use under 
the circumstances in the conduct of his own affairs.


                                      29
<PAGE>




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

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

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

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

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

        (c) the 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 not less than a majority in 
    aggregate principal amount of the Securities of each series affected 
    (with each series voting as a separate class) at the time Outstanding 
    (determined as provided in Section 8.03) relating to the time, method 
    and place of conducting any proceeding for any remedy available to the 
    Trustee, or exercising any trust or power conferred upon the Trustee, 
    under this Indenture.

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

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

    SECTION 7.02. Except as otherwise provided in Section 7.01:

        (a) The Trustee may rely and shall be protected in acting or 
    refraining from acting upon any resolution, certificate, statement, 

                                      30
<PAGE>




    instrument opinion, report, notice, request, consent, order, bond, 
    debenture, note, coupon, security or other paper or document believed by 
    it to be genuine and to have been signed or presented by the proper 
    party or parties;

        (b) any request, direction, order or demand or other communication 
    of the Issuer mentioned herein shall be sufficiently evidenced by an 
    Officers' Certificate (unless other evidence in respect thereof be 
    herein specifically prescribed); and any resolution of the Board of 
    Directors may be evidenced to the Trustee by a copy thereof certified  
    by the Secretary or any Assistant Secretary of the Issuer;

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

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

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

        (f) the Trustee shall not be bound to make any investigation into 
    the facts or matters stated in any resolution, certificate, statement, 
    instrument, opinion, report, notice, request, direction, consent, order, 
    bond, debenture, note, coupon, other evidence of indebtedness or other 
    paper or document, but the Trustee, in its discretion, may investigate 
    such fact or matters as it may reasonably see fit; and

        (g) the Trustee may execute any of the trusts or powers hereunder or 
    perform any duties hereunder either directly or by or through agents or 
    attorneys and the Trustee shall not be responsible for any misconduct or 
    negligence of any agent or attorney appointed with due care by it 
    hereunder; provided, however, that any appointment of any agent by the 
    Trustee hereunder shall be made with prior notice to and in consultation 
    with the Issuer.

    SECTION 7.03. The recitals contained herein and in the Securities 
(except in the certificates of authentication) shall be taken as the 
statements of the Issuer, and the Trustee assumes no responsibility for the 
correctness of the same.  The Trustee makes no representation as to the 
validity or sufficiency of this Indenture or of the Securities.  The Trustee 
shall not be accountable for the use or application by the Issuer of any of 
the Securities or of the proceeds thereof.

    SECTION 7.04. The Trustee or the Authenticating Agent or any Paying 
Agent or  Securities Registrar, in its individual or  any other capacity, may


                                      31
<PAGE>




become the owner or pledgee of Securities with the same rights it would have 
if it were not the Trustee, Authenticating Agent, Paying Agent or Securities 
Registrar.

    SECTION 7.05. Subject to the provisions of Section 12.04, all money 
received by the Trustee shall, until used or applied as herein provided, be 
held in trust for the purposes for which they were received, but need not be 
segregated from other funds except to the extent required by law.  The 
Trustee shall be under no liability for interest on any moneys received by 
it hereunder except such as it may agree with the Issuer to pay thereon.  so 
long as no Event of Default shall have occurred and be continuing, all 
interest allowed on any such moneys shall be paid from time to time upon the 
written order of the Company signed by its Chairman of the Board of 
Directors or a Vice Chairman of the Board of Directors or its President or a 
Vice President or its Treasurer or an Assistant Treasurer.

    SECTION 7.06. The Issuer covenants and agrees to pay the Trustee from 
time to time, and the Trustee shall be entitled to, reasonable compensation 
(which compensation shall not be limited to by any provision of law in 
regard to the compensation of a trustee of an express trust) and, except as 
otherwise expressly provided, the Issuer will pay or reimburse the Trustee 
upon its request for all reasonable expenses, disbursements and advances 
incurred or made by the Trustee in accordance with any of the provisions of 
this Indenture (including the reasonable compensation and the expenses and 
disbursements of its counsel and of all persons not regularly in its 
employ), except any such expense, disbursement or advance as may arise from 
its negligence or bad faith.  The Issuer also covenants to indemnify the 
Trustee for, and hold it harmless against, any loss, liability, damage, 
claims or expense, incurred without negligence or bad faith on the part of 
the Trustee, arising out of or in connection with the acceptance or 
administration of this trust, including the costs and expenses of defending 
itself against any claim or liability in the premises.  The obligations of 
the Issuer under this Section 7.06 to compensate the Trustee and to pay or 
reimburse the Trustee for expenses, disbursements and advances shall 
constitute additional indebtedness hereunder.  Such additional indebtedness 
shall be a senior claim to that of the Securities upon all property and 
funds held or collected by the Trustee as such, except funds held in trust 
for the benefit of the Holders of particular Securities.

    SECTION 7.07.  Except as otherwise provided in Section 7.01, whenever in 
the administration of the trusts of this Indenture the Trustee shall deem it 
necessary or desirable that a matter be proved or established prior to 
taking, suffering or omitting any action hereunder, such matter (unless 
other evidence in respect thereof be herein specifically prescribed) may, in 
the absence of negligence or bad faith on the part of the Trustee, be deemed 
to be conclusively proved and established by a certificate signed by the 
Chairman of the Board of Directors or a Vice Chairman of the Board of 
Directors or the President or a Vice President and by the Treasurer or an 
Assistant Treasurer and delivered to the Trustee, and such certificate, in 
the absence of negligence or bad faith on the part of the Trustee, shall be 
full warrant to the Trustee for any action taken, suffered or omitted by it 
under the provisions of this Indenture upon the faith thereof.


                                      32
            




   SECTION 7.08. (a) If the Trustee has or shall acquire any
conflicting  interest, as defined in Section 310(b)  of  the
Trust   Indenture  Act,  it  shall,  within  90  days  after
ascertaining  that it has such conflicting interest,  either
eliminate such conflicting interest or resign in the  manner
and with the effect specified in Section 7.10.

    (b)  In the event that the Trustee shall fail to  comply
with  the provisions of subsection (a) of this Section 7.08,
the  Trustee  shall, within 10 days after the expiration  of
such  90-day period, transmit notice of such failure to  all
securityholders as the names and addresses of  such  Holders
appear on the Securities Register.

    (c)  Subject  to  the provisions of  Section  6.08,  any
securityholder who has been a bona fide holder of Securities
for  at  least six months may, on behalf of himself and  all
others  similarly situated, petition any court of  competent
jurisdiction  for  the  removal  of  the  Trustee  and   the
appointment  of  a  successor, if the  Trustee  fails  after
written  request thereof by such Holder to comply  with  the
provisions of paragraph (a) above.

    SECTION  7.09.  The Trustee shall  at  all  times  be  a
corporation organized and doing business under the  laws  of
the  United  States  or of any State  or  Territory  or  the
District  of Columbia having a combined capital and  surplus
of  at least $10,000,000 and which is authorized under  such
laws  to exercise corporate trust powers, and is subject  to
supervision or examination by Federal, State, Territorial or
District    of  Columbia  authority.   If  such  corporation
publishes  reports of condition at least annually,  pursuant
to  law  or to the requirements of the aforesaid supervising
or  examining  authority,  then for  the  purposes  of  this
Section  7.09,  the  combined capital and  surplus  of  such
corporation  shall be deemed to be its combined capital  and
surplus  as set forth in its most recent report of condition
so  published.  In case at any time the Trustee shall  cease
to  be  eligible in accordance with the provisions  of  this
Section  7.09, the Trustee shall resign immediately  in  the
manner and with the effect specified in Section 7.10.

    SECTION 7.10. (a) The Trustee may at any time resign  by
giving  written notice of resignation to the Issuer  and  by
mailing  notice thereof to all Holders of the Securities  as
the  names and addresses of such Holders shall appear on the
Securities Register.

Upon  receiving such notice of resignation, the Issuer shall
promptly  appoint a successor trustee by written  instrument
in  duplicate, executed by order of the Board of  Directors,
one  copy  of  which instrument shall be  delivered  to  the
resigning Trustee and one copy to the successor trustee.  If
no  successor trustee shall have been so appointed and  have
accepted  appointment within 60 days after  the  mailing  of
such  notice  of  resignation to  the  securityholders,  the
resigning  Trustee  may  petition  any  court  of  competent
jurisdiction for the appointment of a successor trustee,  or
any  securityholder who has been a bona  fide  Holder  of  a
Security or Securities for at least six months may,  subject
to  the provisions of Section 6.08, on behalf of himself and
all  others similarly situated, petition any such court  for
the  appointment  of a successor trustee.   Such  court  may
thereupon, after such notice, if any, as it may deem  proper
and prescribe, appoint a successor trustee.


                             33





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

       (1)  the  Trustee  shall  fail  to  comply  with  the
   provisions  of  subsection  (a)  of  Section  7.08  after
   written  request  therefor  by  the  Issuer  or  by   any
   securityholder  who  has been a bona  fide  Holder  of  a
   Security or Securities for at least six months, or

       (2)  the  Trustee  shall  cease  to  be  eligible  in
   accordance with the provisions of Section 7.09 and  shall
   fail  to  resign  after written request therefor  by  the
   Issuer or by any such securityholder, or

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

then,  in  any case, the Issuer may remove the  Trustee  and
appoint  a  successor  trustee  by  written  instrument,  in
duplicate,  executed by order of the Board of  Directors  of
the  Issuer, one copy of which instrument shall be delivered
to  the  Trustee  so removed and one copy to  the  successor
trustee, or, subject to the provisions of Section 6.08,  any
securityholder who has been a bona fide Holder of a Security
or  Securities  for at least six months may,  on  behalf  of
himself  and  all  others similarly situated,  petition  any
court  of  competent  jurisdiction for the  removal  of  the
Trustee  and  the appointment of a successor trustee.   Such
court  may thereupon, after such notice, if any, as  it  may
deem proper and prescribe, remove the Trustee and appoint  a
successor trustee.

    (c)  The  Holders  of a majority in aggregate  principal
amount of the Securities at the time Outstanding may at  any
time  remove  the  Trustee and nominate a successor  trustee
unless  within  10  days  after such nomination  the  Issuer
objects thereto, in which case the Trustee so removed or any
securityholder, upon the terms and conditions and  otherwise
as  in  subdivision (a) of this Section 7.10  provided,  may
petition  any  court  of  competent  jurisdiction   for   an
appointment of a successor trustee.

    (d)  Any resignation or removal of the Trustee  and  any
appointment of a successor trustee pursuant to  any  of  the
provisions of this Section 7.10 shall become effective  upon
acceptance  of  appointment  by  the  successor  trustee  as
provided in Section 7.11.

    SECTION 7.11 Any successor trustee appointed as provided
in  Section  7.10 shall execute, acknowledge and deliver  to
the  Issuer  and  to its predecessor trustee  an  instrument
accepting  such  appointment hereunder,  and  thereupon  the
resignation  or  removal  of the predecessor  trustee  shall
become  effective  and such successor trustee,  without  any
further  act, deed or conveyance, shall become  vested  with
all rights powers, duties and obligations of its predecessor
hereunder,  with  like  effect as  if  originally  named  as
trustee herein; but, nevertheless, on the written request of
the  Issuer or of the successor trustee, the trustee ceasing
to  act  shall,  upon  payment of any amounts  then  due  it
pursuant  to  the  provisions of Section 7.06,  execute  and
deliver an instrument transferring to such successor trustee
all such rights and powers of the trustee so ceasing to act.
Upon  request  of  any successor trustee, the  Issuer  shall
execute any and all instruments in writing for more


                             34





fully  and  certainly  vesting in  and  confirming  to  such
successor  trustee all such rights and powers.  Any  trustee
ceasing  to  act, shall nevertheless, retain a  prior  claim
upon all property or funds held or collected by such trustee
to secure any amounts then due it pursuant to the provisions
of  Section  7.06  and  be entitled to  the  indemnification
provided for in Section 7.06.

   No successor trustee shall accept appointment as provided
in  this  Section 7.11 unless at the time of such acceptance
such   successor  trustee  shall  be  qualified  under   the
provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

    Upon  acceptance of appointment by any successor trustee
as  provided  in  this Section 7.11, the Issuer  shall  mail
notice  of the succession of such trustee to all Holders  of
Securities as the names and addresses of such Holders appear
on  the  Securities Register.  If the Issuer fails  to  mail
such  notice in the prescribed manner within 10  days  after
acceptance  of  appointment by the  successor  trustee,  the
successor  trustee shall cause such notice to be  mailed  at
the expense of the Issuer.

    SECTION 7.12. Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated,
or  any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or  any
corporation  succeeding to the corporate trust  business  of
the   Trustee,  shall  be  the  successor  of  the   Trustee
hereunder, provided that such corporation shall be qualified
under the provisions of Section 7.08 and eligible under  the
provisions of Section 7.09, without the execution of  filing
of  any  paper or any further act on the part of any of  the
parties    hereto,   anything   herein   to   the   contrary
notwithstanding.

     SECTION   7.13.  So  long  as  any  Securities   remain
Outstanding, if the Corporate Trust Office of the Trustee is
not  located  in the Borough of Manhattan, The City  of  New
York, the Trustee may appoint an Authenticating Agent to act
on  its  behalf  and subject to its direction in  connection
with  the authentication and delivery of Securities  as  set
forth   in   Articles  Two  and  Three  and  Securities   so
authenticated  shall  be entitled to the  benefits  of  this
Indenture and shall be valid and obligatory for all purposes
as  if  authenticated  by the Trustee  hereunder.   Wherever
reference  is  made in this Indenture to the  authentication
and  delivery  of  Securities by  the  Trustee  and  to  the
certificate  of  authentication,  such  reference  shall  be
deemed  to include authentication and delivery on behalf  of
the Trustee by an Authenticating Agent and a certificate  of
authentication  executed on behalf  of  the  Trustee  by  an
Authenticating  Agent.  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  or
Territory  or  of the District of Columbia authorized  under
such  laws to act as authenticating agent, having a combined
capital  and  surplus  of  at least $10,000,000  (unless  an
affiliate of the Trustee in which case it need not have such
a  capital  and  surplus)  and  subject  to  supervision  or
examination  by Federal, State, Territorial or  District  of
Columbia  authority,  and,  willing  and  able  to  act   as
Authenticating  Agent  on reasonable  and  customary  terms,
having  its  principal office and place of business  in  the
Borough  of  Manhattan,  The City  of  New  York.   If  such
corporation  publishes  reports  of  condition    at   least
annually,  pursuant  to law or to the  requirements  of  the
aforesaid supervising


                             35




or  examining  authority,  then for  the  purposes  of  this
Section  7.13,  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.

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

   Any Authenticating Agent may at any time resign by giving
written  notice  of resignation to the Trustee  and  to  the
Issuer.  The Trustee may at any time terminate the agency of
any  Authenticating  Agent  by  giving  written  notice   of
termination to such Authenticating Agent and to the  Issuer.
Upon  receiving such a notice of resignation or upon such  a
termination, or in case at any time any Authenticating Agent
shall cease to be eligible in accordance with the provisions
of  this Section 7.13, the Trustee promptly shall appoint  a
successor Authenticating Agent, if the terms of this Section
7.13  require  that there shall be an Authenticating  Agent,
shall  give written notice of such appointment to the Issuer
and shall mail notice of such appointment to all Holders  of
Securities as the names and addresses of such Holders appear
upon  the Securities Register.  Any successor Authenticating
Agent  upon  acceptance of its appointment  hereunder  shall
become   vested   with  all  rights,  powers,   duties   and
responsibilities  of  its predecessor hereunder,  with  like
effect  as  if  originally  named  as  Authenticating  Agent
herein.    No  successor  Authenticating  Agent   shall   be
appointed  unless  eligible under  the  provisions  of  this
Section 7.13.

    The  Trustee  agrees to pay to the Authenticating  Agent
from   time   to  time  reasonable  compensation   for   its
services,and the Trustee shall be entitled to be  reimbursed
for such payment, subject to the provisions of Section 7.06.


                        ARTICLE EIGHT
            CONCERNING THE HOLDERS OF SECURITIES

    SECTION  8.01.  (a) Any request, demand,  authorization,
direction,  notice, consent, waiver, vote  or  other  action
provided  by  this  Indenture  to  be  given  or  taken   by
securityholders may be embodied in and evidenced by  one  or
more  instruments of substantially similar tenor  signed  by
such securityholders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided,
such  action shall become effective when such instrument  or
instruments are delivered to the Trustee, and, where  it  is
hereby   expressly  required,  to  the  Issuer.   Proof   of
execution  of any such instrument or of a writing appointing
any  such agent shall be sufficient for any purpose of  this
Indenture and (subject to Sections 7.01 and 7.02) conclusive
in  favor  of  the Trustee and the Issuer, if  made  in  the
manner provided in this section.

    (b) Subject to Sections 7.01 and 7.02, the execution  of
any instrument by a securityholder or his agent or proxy may
be  proved  in  accordance with such  reasonable  rules  and
regulations as may be prescribed by the Trustee or  in  such
manner as shall be satisfactory to the Trustee.

                             36





    (c)  The  holding of Securities shall be proved  by  the
Securities  Register or by a certificate  of  the  registrar
thereof.

    (d)  The  Issuer may set a record date for  purposes  of
determining  the  identity of Holders of Securities  of  any
series entitled to vote or consent to any action referred to
in  subsection (a) of this Section 8.01, which  record  date
may be set at any time or from time to time by notice to the
Trustee,  for  any  date  or  dates  (in  the  case  of  any
adjournment  or reconsideration) not more than 60  days  nor
less  than five days prior to the proposed date of such vote
or   consent,  and  thereafter,  notwithstanding  any  other
provisions hereof, only Holders of Securities of such series
of  record on such record date shall be entitled to so  vote
or to give such consent or to revoke such vote or consent.

     SECTION   8.02.    The   Issuer,   the   Trustee,   any
Authenticating  Agent, any Paying Agent and  any  Securities
registrar  may deem and treat the person in whose  name  any
Security shall be registered upon the Securities Register as
the  absolute owner of such Security (whether  or  not  such
Security  shall be overdue and notwithstanding any  notation
of  ownership or other writing thereon) for the  purpose  of
receiving payment of or on account of the principal of  (and
premium,  if  any)  and, subject to the provisions  of  this
Indenture,  interest on, such Security  and  for  all  other
purposes;  and  neither  the Issuer,  the  Trustee  nor  any
Authenticating Agent nor any Paying Agent nor any Securities
registrar  shall be affected by any notice to the  contrary.
All  such  payments so made to any such person, or upon  his
order, shall be valid, and, to the extent of the sum or sums
so  paid,  effectual to satisfy and discharge the  liability
for moneys payable upon any such Security.

    SECTION 8.03. In determining whether the holders of  the
requisite  aggregate principal amount of Securities  of  any
series  have concurred in any demand or request, the  giving
of any notice, direction, consent or waiver or the taking of
any  other action under this Indenture, Securities which are
owned  by  the Issuer or any other obligor on the Securities
or  by  any  person  directly or indirectly  controlling  or
controlled  by  or under direct or indirect  common  control
with the Issuer or any other obligor on the Securities shall
be  disregarded  and  deemed not to be outstanding  for  the
purpose  of  any  such determination, except  that  for  the
purpose   of  determining  whether  the  Trustee  shall   be
protected  in  relying on any such demand, request,  notice,
direction,  consent  or  waiver only  Securities  which  the
Trustee knows are so owned shall be so disregarded.

    SECTION  8.04. At any time prior to (but not after)  the
evidencing to the Trustee, as provided in Section  8.01,  of
the taking of any action by the Holders of the percentage in
aggregate principal amount of the Securities of any  or  all
series,  as the case may be, specified in this Indenture  in
connection  with  such action, any Holder of  Security,  the
serial  number,  letter  or other distinguishing  symbol  of
which  is  shown  by  the evidence to  be  included  in  the
Securities  the Holders of which have joined in such  action
may, by filing written notice with the Trustee at its office
and  upon  proof of ownership as provided in  Section  8.01,
revoke such action so far as concerns such Security.  Except
as  aforesaid,  any such action taken by the Holder  of  any
Security  shall be conclusive and binding upon  such  Holder
and  upon  all future  Holders and owners of such   Security
and of any  Securities


                             37





issued   upon  the  transfer  thereof  or  in  exchange   or
substitution therefor, irrespective of whether  or  not  any
notation in regard thereto is made upon any such Security or
such other Security.  Any action taken by the Holders of the
percentage  in aggregate principal amount of the  Securities
of  any or all series, as the case may be, specified in this
Indenture   in   connection  with  such  action   shall   be
conclusively  binding upon the Issuer, the Trustee  and  the
Holder of all the Securities affected by such action.


                        ARTICLE NINE
                  REDEMPTION OF SECURITIES

    SECTION 9.01. The Issuer may, at its option, redeem  all
or  from  time  to  time any part of the Securities  of  any
series at the applicable times and redemption prices as  may
be   specified  in  the  Board  Resolution  or  supplemental
indenture  contemplated by Section 3.01  for  Securities  of
such series, or the Securities of such series, together with
accrued interest to the date fixed for redemption.

   SECTION 9.02. In case the Issuer shall desire to exercise
the right to redeem all or any part of the Securities of any
series,  as  the case may be, in accordance with  the  right
reserved  so  to  do,  it  shall  provide  notice  of   such
redemption to the Holder of Securities of such series to  be
redeemed as a whole or in part by mailing a notice  of  such
redemption  by first class mail not less than  30  nor  more
than 90 days prior to the date fixed for redemption to their
last  addresses  as  they shall appear upon  the  Securities
Register.   Any notice which is mailed in the manner  herein
provided  shall be conclusively presumed to have  been  duly
given,  whether or not the Holder receives the  notice.   In
any case, failure to give such notice by mail, or any defect
in  the  notice, to the Holder of any Security of  a  series
designated  for redemption as a whole or in part  shall  not
affect the validity of the proceedings for the redemption of
any  other  Security of such series.  In  the  case  of  any
redemption of Securities (i) prior to the expiration of  any
restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii)  pursuant
to an election of the Issuer which is subject to a condition
specified in the terms of such Securities, the Issuer  shall
furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction or condition.

    Each  such notice of redemption shall specify  the  date
fixed  for  redemption, and the redemption  price  at  which
Securities are to be redeemed, and shall state that  payment
of  the  redemption  price  of the  Securities  or  portions
thereof to be redeemed will be made at the office or  agency
to  be maintained by the Issuer as provided in Section  4.02
(or  any of said offices or agencies, if more than one) upon
presentation and surrender of such Securities, that interest
accrued  to  the date fixed for redemption will be  paid  as
specified  in said notice, and that on and after  said  date
any  interest  thereon  or on the  portions  thereof  to  be
redeemed  will  cease  to accrue.   If  less  than  all  the
Securities  of any series are to be redeemed the  notice  of
redemption  shall  specify  the  principal  amount  of   the
Securities  of  such  series and the identification  of  the
particular  series to be redeemed.  In case any Security  of
any  series is to be redeemed in part only, the  notice   of
redemption  shall state the  portion of the principal


                             38





amount  thereof to be redeemed and shall state that  on  and
after  the date fixed for redemption, upon presentation  and
surrender of such Security, a new Security or Securities  of
such  series  in  principal amount equal to  the  unredeemed
portion  thereof and having the same maturity date, interest
rate and redemption provisions will be issued.

    If  less than all the Securities of a series are  to  be
redeemed, the Issuer will give the Trustee at least 45-days'
notice (unless a shorter notice shall be satisfactory to the
Trustee), as to the aggregate principal amount of Securities
to  be redeemed, and thereupon the Trustee shall select,  in
such  manner  as  in  its  sole  discretion  it  shall  deem
appropriate  and  fair, the Securities  of  such  series  or
portions   thereof  to  be  redeemed  and  shall  thereafter
promptly  notify  the  Issuer  in  writing  which   of   the
Securities or portions thereof are to be redeemed.

   SECTION 9.03. If the giving of notice of redemption shall
have  been  completed as above provided, the  Securities  or
portions  of  Securities of the series  identified  in  such
notice shall become due and payable on the date, and at  the
place  or  places  stated in such notice at  the  applicable
redemption price, together with interest accrued to the date
fixed for redemption, and unless the Issuer shall default in
the  payment  of  such Securities at the  redemption  price,
together with any interest accrued to said date, interest on
the  Securities or portions of Securities of any  series  so
called  for  redemption shall cease to accrue on  and  after
said date.  On presentation and surrender of such Securities
at said place or places of payment in said notice specified,
such Securities or the portions thereof to be redeemed shall
be  paid  and  redeemed  by  the Issuer  at  the  applicable
redemption price, together with interest accrued thereon  to
the date fixed for redemption.

    Upon presentation and surrender of any Security which is
redeemed in part only, the Issuer shall execute and register
and  the  Trustee or the Authenticating Agent on its  behalf
shall  authenticate  and deliver,  at  the  expense  of  the
Issuer,  a  new  Security or Securities of such  series,  of
authorized denominations, in principal amount equal  to  the
unredeemed  portion of the Security so presented and  having
the   same  maturity  date,  interest  rate  and  redemption
provisions.


                         ARTICLE TEN
                   SUPPLEMENTAL INDENTURES

    SECTION  10.01 The Issuer, when authorized  by  a  Board
Resolution, and the Trustee may from time to time and at any
time  enter  into  an  indenture or indentures  supplemental
hereto  (which shall conform to the provisions of the  Trust
Indenture  Act  as  in force at the date  of  the  execution
thereof) for one or more of the following purposes:

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

       (b)  to  add  to  the covenants of the  Issurer  such
   further covenants,


                             39





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

       (c) to cure any ambiguity or to correct or supplement
   any  provision  contained herein or in  any  supplemental
   indenture  which  may be defective or  inconsistent  with
   any   other   provision  contained  herein  or   in   any
   supplemental  indenture,  to  convey,  transfer,  assign,
   mortgage  or  pledge any property to or with the  Trustee
   or  to make such other provisions in regard to matters or
   questions  arising  under this  Indenture  as  shall  not
   adversely  affect  the interests of the  Holders  of  any
   Securities;

       (d)  to establish the form or terms of Securities  of
   any series as permitted by Section 3.01;

       (e)  to provide for the issuance under this Indenture
   of   Securities  in  coupon  form  (including  Securities
   registrable  as  to  principal  only),  to  provide   for
   interchangeability   of   such   Securities   with    the
   Securities issued hereunder in fully registered  form  of
   the  same series and to make all appropriate changes  for
   such  purposes, or to permit or facilitate  the  issuance
   of Securities of any series in uncertificated form;

       (f)  to provide for the issuance under this Indenture
   of  Securities  denominated or payable in currency  other
   than  Dollars  and  to make all appropriate  changes  for
   such purpose;

       (g)  to  evidence and provide for the  acceptance  of
   appointment   hereunder  by  a  successor  trustee   with
   respect  to the Securities, pursuant to Section 7.11,  or
   to  add  to  or to 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;

       (h) to add to or change or eliminate any provision of
   this  Indenture  as shall be necessary  or  desirable  to
   conform  to provisions of the Trust Indenture Act  as  at
   the  time in effect, provided, that such action shall not
   materially adversely affect the interests of the  Holders
   of the Securities of any series; and

       (i)  otherwise  to  change or eliminate  any  of  the
   provisions of this Indenture, provided however, that  any
   such  change or elimination may only be effected when  no
   Outstanding Security of any series created prior  to  the
   execution  of such supplemental indenture is entitled  to
   the benefit of such provision.


                             40





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

    Any  supplemental indenture authorized by the provisions
of this Section 10.01 may be executed by the Company and the
Trustee  without the consent of the Holders of  any  of  the
Securities at the time Outstanding.

   SECTION 10.02. With the consent (evidenced as provided in
Section  8.01) of the Holders of not less than  66  2/3%  in
aggregate  principal amount of the Securities  at  the  time
Outstanding  of  all  series affected by  such  supplemental
indenture (voting as one class), the Issuer, when authorized
by  a  Board Resolution, and the Trustee may, from  time  to
time  and at any time, enter into an indenture or indentures
supplemental  hereto (which shall conform to the  provisions
of  the Trust Indenture Act as in force at the date of  such
supplemental  indenture)  for  the  purpose  of  adding  any
provisions  to or changing in any manner or eliminating  any
of  the  provisions of this Indenture or of any supplemental
indenture  or  of modifying in any manner the right  of  the
Holders  of  the  Securities of each such series;  provided,
however,  that  no  such supplemental  indenture  shall  (i)
extend  the  fixed maturity of any Security, or  reduce  the
principal  amount thereof or reduce the rate or  extend  the
time  of  payment of interest thereon, or reduce any premium
payable  on  redemption thereof without the consent  of  the
Holder  of  each  Security so affected, or (ii)  reduce  the
aforesaid  percentage  of  Securities  of  any  series,  the
consent  of  the Holders of which is required for  any  such
supplemental indenture, without the consent of  the  Holders
of all such Securities of such series then outstanding.

    Upon  the request of the Issuer, accompanied by a  Board
Resolution   authorizing   the   execution   of   any   such
supplemental indenture, and upon the filing with the Trustee
of  evidence of the consent of securityholders as aforesaid,
the  Trustee shall join with the Issuer in the execution  of
such   supplemental   indenture  unless  such   supplemental
indenture  affects the Trustee's own rights, limitations  of
rights,   obligation,  duties  or  immunities   under   this
Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter  into  such
supplemental indenture.

    It  shall  not  be  necessary for  the  consent  of  the
securityholders  under this Section  10.02  to  approve  the
particular form of any proposed supplemental indenture,  but
it  shall  be  sufficient if such consent shall approve  the
substance thereof.

    Promptly  after  the execution by  the  Issuer  and  the
Trustee  of  any  supplemental  indenture  pursuant  to  the
provisions  of this Section 10.02, the Issuer shall  mail  a
notice setting forth in general terms the substance of  such
supplemental indenture, to all Holders of Securities of each
series  affected thereby as the names and addresses of  such
Holders  appear on the Securities Register.  Any failure  of
the Issuer to mail such notice, or any defect therein, shall
not,  however, in any way impair or affect the  validity  of
any such supplemental indenture.


                             41





    SECTION  10.03.  Upon the execution of any  supplemental
indenture  pursuant to the provisions of this  Article  Ten,
this  Indenture  shall be and be deemed to be  modified  and
amended in accordance therewith, but only with regard to the
Securities  of  each  series affected by  such  supplemental
indenture, and the respective rights, limitations of rights,
obligations,  duties and immunities under this Indenture  of
the Trustee, the Issuer and the Holders of any Securities of
such series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects  to
such  modifications and amendments, and all  the  terms  and
conditions of any such supplemental indenture shall  be  and
be  deemed  to be part of the terms and conditions  of  this
Indenture  for  any  and all purposes  with  regard  to  the
Securities of such series.

    The  Trustee, subject to the provisions of Section  7.01
and  7.02,  may receive an Opinion of Counsel as  conclusive
evidence  that any supplemental indenture executed  pursuant
to this Article complies with the provisions of this Article
Ten.

    SECTION  10.04.  Securities  of  any  series  which  are
authenticated  and  delivered after  the  execution  of  any
supplemental  indenture pursuant to the provisions  of  this
Article  Ten  may  bear a notation in form approved  by  the
Trustee  as  to any matter provided for in such supplemental
indenture.  New Securities of any series so modified  as  to
conform,  in the opinion of the Board of Directors,  to  any
modification  of  this  Indenture  contained  in  any   such
supplemental  indenture  may  be  prepared  by  the  Issuer,
authenticated by the Trustee or the Authenticating Agent  on
its  behalf and delivered in exchange for the Securities  of
such series then Outstanding.


                       ARTICLE ELEVEN
          CONSOLIDATION, MERGER, SALE OR CONVEYANCE

   SECTION 11.01.  Nothing contained in this Indenture or in
any of the Securities shall prevent any consolidation of the
Issuer  with,  or the merger of the Issuer into,  any  other
corporation or corporations (whether or not affiliated  with
the  Issuer),  or successive consolidations  or  mergers  to
which the Issuer or its successor or successors shall  be  a
party or parties, or shall prevent any sale or conveyance of
the  property  of the Issuer as an entirety or substantially
as  an  entirety  to any other corporation (whether  or  not
affiliated  with  the  Issuer)  authorized  to  acquire  and
operate  the same; provided, however, and the Issuer  hereby
covenants  and  agrees,  that upon any  such  consolidation,
merger,  sale or conveyance the due and punctual payment  of
the  principal of (and premium, if any) and interest on, all
the  Securities of each series according to their tenor, and
the  due and punctual performance and observance of all  the
covenants  and conditions of this Indenture to be  performed
or  observed by the Issuer, shall be expressly assumed by  a
supplemental indenture satisfactory in form to  the  Trustee
and executed and delivered to the Trustee by the corporation
formed by such consolidation, or into which the Issuer shall
have  been merged or which shall have acquired such property
and  provided, further, that immediately after giving effect
to such transaction, no Event of Default shall have occurred
and be continuing.

   SECTION 11.02. In case of any consolidation, merger, sale
or  conveyance,  and  following such an  assumption  by  the
successor corporation, such successor


                             42





corporation  shall  succeed to and be  substituted  for  the
Issuer with the same effect as if it had been named herein.

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

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

    Nothing  contained in this Indenture or in  any  of  the
Securities  of  any series shall prevent  the  Company  from
merging  into itself any other corporation (whether  or  not
affiliated  with the Company) or acquiring  by  purchase  or
otherwise  all  or  part  of  the  property  of  any   other
corporation (whether or not affiliated with the Company).

    SECTION 11.03. The Trustee, subject to the provisions of
Section 7.01 and 7.02, may receive an Opinion of Counsel  as
conclusive evidence that any consolidation, merger, sale  or
conveyance  and  any  such  assumption  complies  with   the
provisions of this Article Eleven.

                       ARTICLE TWELVE
          SATISFACTION AND DISCHARGE OF INDENTURE;
                      UNCLAIMED MONEYS

    SECTION  12.01.  Except as otherwise  provided  for  the
Securities  of  any series, if at any time  (a)  the  Issuer
shall  have  delivered  to  the  Trustee  cancelled  or  for
cancellation  all  Securities  of  any  series   theretofore
authenticated  (other  than any Securities  of  such  series
which  shall have been destroyed, lost or stolen  and  which
shall  have  been  replaced or paid as provided  in  Section
3.07),  or  (b) all Securities of any series not theretofore
delivered to the Trustee cancelled or for cancellation shall
have become due and payable, or are by their terms to become
due  and  payable within one year or are to  be  called  for
redemption  within one year under arrangements  satisfactory
to  the Trustee for the giving of notice of redemption,  and
the  Issuer shall deposit or cause to be deposited with  the
Trustee as trust funds the entire amount sufficient  to  pay
at  maturity or upon redemption all such Securities of  such
series not theretofore delivered to the Trustee cancelled or
for  cancellation, including principal (and premium, if any)
and interest due or to become due to such date of maturity


                             43





or  date  fixed  for redemption, as the  case  may  be,  but
excluding, however, the amount of any moneys for the payment
of  principal  of (and premium, if any) or interest  on  the
Securities of such series (1) theretofore deposited with the
Trustee  and  repaid  by  the  Trustee  to  the  Issuer   in
accordance with the provisions of Section 12.04, or (2) paid
to  any State or to the District of Columbia pursuant to its
unclaimed  property or similar laws, and if in  either  case
the Issuer shall also pay or cause to be paid all other sums
payable  hereunder by the Issuer, then this Indenture  shall
cease  to  be of further effect (except as to the provisions
applicable to transfers and exchanges of Securities of  such
series)  and the Trustee, on demand of and at the  cost  and
expense  of  the  Issuer, shall execute  proper  instruments
acknowledging   satisfaction   of   and   discharging   this
Indenture.   Notwithstanding the satisfaction and  discharge
of  this  Indenture, the obligations of the  Issuer  to  the
Trustee  under  Section  7.06 and  the  obligations  of  the
Trustee to any Authenticating Agent under Section 7.13 shall
survive.

    SECTION  12.02.  All moneys deposited with  the  Trustee
pursuant to Section 12.01 shall be held in trust and applied
by  it to the payment, either directly or through any Paying
Agent (including the Issuer acting as its own Paying Agent),
to  the  holders of the particular Securities of any  series
for the payment or redemption of which such moneys have been
deposited  with the Trustee, of all sums due and  to  become
due   thereon  for  principal  (and  premium,  if  any)  and
interest.

    SECTION  12.03. In connection with the satisfaction  and
discharge  of  this Indenture all moneys then  held  by  any
Paying  Agent under the provisions of this Indenture  shall,
upon  demand of the Issuer, be repaid to it or paid  to  the
Trustee  and  thereupon such Paying Agent shall be  released
from all further liability with respect to such moneys.

    SECTION 12.04. Any monies deposited with or paid to  the
Trustee  or  any Paying Agent pursuant to any  provision  of
this Indenture for payment of the principal of (and premium,
if  any)  or  interest on Securities of any series  and  not
applied but remaining unclaimed by the Holders of Securities
of  such series for two years after the date upon which  the
principal  of  (and  premium, if any) or  interest  on  such
Securities,  as the case may be, shall have become  due  and
payable,  shall  be repaid to the Issuer by the  Trustee  or
such  Paying Agent on demand; and the Holder of any  of  the
Securities shall thereafter look only to the Issuer for  any
payment which such Holder may be entitled to collect.


                      ARTICLE THIRTEEN
                  MISCELLANEOUS PROVISIONS

    SECTION 13.01. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security,
or  for  any  claim  based thereon or otherwise  in  respect
thereof, shall be had against any incorporator, shareholder,
officer  or  director, as such, past, present or future,  of
the Issuer, either directly or through the Issuer whether by
virtue  of any constitution, statute or rule of law,  or  by
the  enforcement of any assessment or penalty or  otherwise,
it  being  expressly understood that all such  liability  is
hereby expressly waived and released as a condition of,  and
as a consideration for, the issue of the Securities.


                             44





    SECTION 13.02. All the covenants, stipulations, promises
and  agreements in this Indenture contained by or on  behalf
of the Issuer shall bind its successors and assigns, whether
so expressed or not.

    SECTION 13.03. Any act or proceeding by any provision of
this  Indenture  authorized  or  required  to  be  done   or
performed  by any board, committee or officer of the  Issuer
shall  and  may  be done and performed with like  force  and
effect  by  the  like board, committee  or  officer  of  the
corporation  that  shall  at the time  be  the  lawful  sole
successor of the Issuer.

    SECTION  13.04.  The  Issuer by  instrument  in  writing
executed  by  authority  of  two-thirds  of  the  Board   of
Directors and delivered to the Trustee may surrender any  of
the  powers  or rights reserved to the Issuer and  thereupon
such  power or right so surrendered shall terminate both  as
to the Issuer and as to any successor corporation.

    SECTION  13.05.  Any  notice  or  demand  which  by  any
provision of this Indenture is required or permitted  to  be
given or served except as provided in Section 6.01(c) by the
Trustee or by the Holders of Securities to or on the  Issuer
may  be  given  or  served by being deposited  first  class,
postage prepaid in a post office letter box addressed (until
another address is filed by the Issuer with the Trustee)  as
follows:  Treasurer, Southern New England Telecommunications
Corporation,  227  Church  Street,  New  Haven,  Connecticut
06510.   Any  notice, direction, request or  demand  by  any
securityholder  to or upon the Trustee shall  be  deemed  to
have  been  sufficiently given or made for all  purposes  if
given  or  made  in writing at the principal office  of  the
Trustee.

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

    SECTION  13.06. Upon any application or  demand  by  the
Issuer  to the Trustee to take any action under any  of  the
provisions  of this Indenture, the Issuer shall  furnish  to
the  Trustee  an  Officers'  Certificate  stating  that  all
conditions precedent provided for in this Indenture relating
to  the  proposed  action have been  complied  with  and  an
Opinion  of  Counsel  stating that in the  opinion  of  such
counsel  all  such conditions precedent have  been  complied
with  except  that  in the case of any such  application  or
demand  as  to  which the furnishing of  such  documents  is
specifically  required by any provision  of  this  Indenture
relating  to  such  particular  application  or  demand,  no
additional certificate or opinion need be furnished.

     Each  certificate  or  opinion  provided  for  in  this
Indenture  and  delivered  to the Trustee  with  respect  to
compliance  with  a condition or convenant provided  for  in
this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or
condition; (2) a brief statement as to the nature and  scope
of   the   examination  or  investigation  upon  which   the
statements or opinions contained in such certi-


                             45





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

    SECTION 13.07. If the date of maturity of interest on or
principal of the Securities of any series or the date  fixed
for  redemption of any Security shall not be a Business Day,
then  payment of interest or principal (and premium, if any)
need  not be made on such date, but may be made on the  next
succeeding Business Day with the same force and effect as if
made  on  the  date  of  maturity  or  the  date  fixed  for
redemption,  and  no interest shall accrue  for  the  period
after such date.

   SECTION 13.08. If and to the extent that any provision of
this  Indenture  limits, qualifies  or  conflicts  with  any
provision  of Sections 310 to 317, inclusive, of  the  Trust
Indenture  Act,  such provision of the Trust  Indenture  Act
shall control.

    SECTION  13.09.  The Indenture may be  executed  in  any
number  of counterparts, each of which shall be an original;
but  such counterparts shall together constitute but one and
the same instrument.

    SECTION 13.10. This Indenture and each Security shall be
deemed  to  be  a contract under the laws of  the  State  of
Connecticut,  and for all purposes this Indenture  shall  be
constructed in accordance with the laws of said State.




























                             46







    IN  WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective seals to
be   hereunto  affixed  and  attested  (the  date  of   this
instrument  being the date of execution by the  Trustee,  as
indicated in its Acknowledgment).

                                    SOUTHERN NEW ENGLAND
                                    TELECOMMUNICATIONS CORPORATION

                                  BY /s/ W. H. Monteith, Jr.
                                  Name:  Walter H.Monteith, Jr.
                                  Title: Chairman, President and
                                         Chief Executive Officer



               (Seal)



Attest:


   /s/Madelyn M. DeMatteo
Name: Madelyn M. DeMatteo
Title: Secretary
                                    THE CONNECTICUT NATIONAL BANK

                                   BY /s/ Kathy A. Larimore
                                     Name:Kathy A. Larimore
                                     Title:Corporate Trust Officer



               (Seal)



Attest:

    
  /s/ D.K. Cawley
Name: Donald K. Cawley
Title: Authorized Person










                             47





STATE OF CONNECTICUT
COUNTY OF NEW HAVEN

    At New Haven, on this 9th day of July, 1991 before me, a
Notary  Public in and for the County of New Haven and  State
of Connecticut, personally appeared Walter H. Monteith, Jr.,
the  Chairman,  President  and Chief  Executive  Officer  of
Southern New England Telecommunications Corporation,  to  me
personally  known, who executed the foregoing instrument  on
behalf of said corporation, and acknowledged the same to  be
his  free act and deed in his said capacity and the free act
and   deed   of   Southern  New  England  Telecommunications
Corporation.


                                                 NOTARIAL SEAL



                                        /s/ Regina A. Nicoletti
                                            Regina A. Nicoletti
                                                Notary Public



My Commission Expires:  March 31, 1995

STATE OF CONNECTICUT
COUNTY OF HARTFORD

    At  the city of Hartford, on this 10th  day of July, 1991,
before me, a Notary Public in and for the County of Hartford
and    State    of    Connecticut,    personally    appeared
Kathy A. Larimore, a Corporate Trust Officer of The Connecticut  
National  Bank,  to  me personally  known, who executed the 
foregoing instrument  on behalf of said national banking 
association and acknowledged the  same  to be his free act 
and deed in his said  capacity and the free act and deed of 
The Connecticut National Bank.



                                                    NOTARIAL SEAL


                                         /s/ Kathleen P. O'Sullivan
                                             Kathleen P. O'Sullivan
                                                Notary Public



My Commission Expires: March 31, 1993














                             48




                                               EXHIBIT A

                                               CUSIP No.


                   (FORM OF GLOBAL NOTE1)

                            FACE

    Except  as  otherwise provided in Section  2.04  of  the
Indenture   referred  to  below,  this   Security   may   be
transferred  in  whole,  but not in part,  only  to  another
nominee of the Depository or to a successor Depository or to
a   nominee  of  such  successor  Depository.   Unless  this
certificate is presented by an authorized representative  of
The Depository Trust Company (55 Water Street, New York, New
York)  to  the  issuer  or  its agent  for  registration  of
transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other  name  as
requested  by an authorized representative of The Depository
Trust  Company and any payment is made to Cede  &  Co.,  ANY
TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY  OR  TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.

$
No.


     SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
                  MEDIUM TERM NOTE, SERIES

Original Issue Date:                       Maturity Date:
Interest      Rate:                                  Initial
Redemption Date:
                                           Principal Amount:

    The Optional Redemption Price shall initially be       %
of  the  principal amount of this Note to  be  redeemed  and
shall  decline at each anniversary of the Initial Redemption
Date by       % of the principal amount to be redeemed until
the  Optional  Redemption Price is 100%  of  such  principal
amount.

    SOUTHERN  NEW ENGLAND TELECOMMUNICATIONS CORPORATION,  a
Connecticut   corporation  (herein  referred   to   as   the
"Company"),  for value received hereby promises  to  pay  to
, or registered assigns, the principal sum of $       on the
Maturity Date shown above and to pay interest thereon at the
rate  per  annum shown above until the principal  amount  is
paid  or  made available for payment.  The Company will  pay
interest semi-annually on           and             (each an
"Interest  Payment  Date"),  commencing  with  the  Interest
Payment  Date immediately following the Original Issue  Date
shown above, and on the Maturity Date shown above.  Interest
on  this  Note  will  accrue from the most  recent  Interest
Payment  Date  to  which  interest has  been  paid  or  duly
provided  for  or,  if no interest has  been  paid  or  duly
provided for, from the Original Issue Date shown above.  The
amount  of  interest  payable on any Interest  Payment  Date
shall  be computed on the basis of a 360-day year of  twelve
30-day  months.   The interest so payable  on  any  Interest
Payment Date will, subject to certain exceptions provided

1  The  Company  may elect to use a different  title  (i.e.,
debentures) and, in such case, conforming changes  would  be
made throughout the text of this form.


                             A-1



in the Indenture referred to below, be paid to the person in
whose  name this Note is registered at the close of business
on  the  Record Date for such interest, which shall  be  the
or            ,  as  the  case may be, next  preceding  such
Interest Payment Date, unless such Record Date shall not  be
a  Business Day, as defined below, in which case the  Record
Date  shall  be  the  Business Day next preceding.  (If  the
Original  Issue Date of this Note is between a  Record  Date
and  the  corresponding  Interest Payment  Date,  the  first
payment  of  interest on this Note shall be payable  to  the
person to whom this Note shall have been issued.) Payment of
the  principal of and interest on this Note will be made  at
the  office  or  agency of the Company maintained  for  that
purpose  in the Borough of Manhattan, The City of New  York,
State  of  New York, in such coin or currency in the  United
States  of America as at the time of payment shall be  legal
tender  for  payment of public and private  debts;  provided
however,  that,  at  the option of the  Company  payment  of
interest may be made by check mailed to the address  of  the
person entitled thereto as such address shall appear in  the
Securities  register.  "Business Day" means any  day,  other
than  a  Saturday  or Sunday, that is not  a  day  on  which
banking  institutions are authorized or required by  law  or
regulation to be closed in The City of New York or the State
of Connecticut.

    Reference  is  hereby made to the further provisions  of
this  Note set forth on the  reverse hereof and such further
provisions  shall for all purposes have the same  effect  as
though fully set forth at this place.

   This Note shall not be valid or become obligatory for any
purpose  until the appropriate certificate of authentication
hereon  shall  have been executed by or  on  behalf  of  the
Trustee  under  the  Indenture referred to  on  the  reverse
hereof.

      IN    WITNESS    WHEREOF,   SOUTHERN    NEW    ENGLAND
TELECOMMUNICATIONS CORPORATION has caused this Instrument to
be  signed  by  its  duly authorized  officers,  each  by  a
facsimile  of  his signature, and has caused a facsimile  of
its  corporate  seal  to  be affixed hereunto  or  imprinted
hereon.

Date

                                    SOUTHERN NEW ENGLAND
                                          TELECOMMUNICATIONS
CORPORATION

                                                          By

(Corporate Seal)                     Name:
                                     Title:



                                     Name:
                                     Title:


           (FORM OF CERTIFICATE OF AUTHENTICATION)

    This  is  one of the Securities of the series designated
therein referred to in the within mentioned Indenture.
                                    THE CONNECTICUT NATIONAL
BANK,

                                    as Trustee

                                                          By

                                       Authorized Signatory

                             A-2





                       (FORM OF NOTE)
                          (REVERSE)

     SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION


    This Note is one of a duly authorized issue of unsecured
debt securities (hereinafter called the "Securities") of the
Company  of  the  series  hereinafter  specified,  all  such
Securities issued or to be issued under and pursuant  to  an
indenture   dated  as  of              (herein  called   the
"Indenture"),  between  the  Company  and  The   Connecticut
National  Bank,  Trustee (herein called the  "Trustee"),  to
which  Indenture  and  all indentures  supplemental  thereto
reference  is hereby made for a description of  the  rights,
limitations  of  rights, obligations, duties and  immunities
thereunder of the Trustee, the Company and the holders  (the
words  "holders" or "holder" meaning the registered  holders
or registered holder) of the Securities.  The Securities may
be  issued in one or more series, which different series may
be issued in various aggregate principal amounts, may mature
at  different  times, may bear interest at different  rates,
may  be subject to different redemption provisions (if any),
may  be  subject to different sinking, purchase or analogous
funds  (if  any), may be subject to different covenants  and
Events of Default and may otherwise vary as in the Indenture
provided.   This Note is one of a series designated  as  the
Series           Notes  of  the Issuer  (herein  called  the
"Series                  Notes"),   limited   in   aggregate
principal  amount to $          .  The  Series         Notes
may be issued at various times with different maturity dates
and  different  principal  repayment  provisions,  may  bear
interest at different rates, and may otherwise vary, all  as
provided in the Indenture.

    In  case an Event of Default with respect to the  Series
Notes  shall have occurred and be continuing, the  principal
hereof  may  be  declared, and upon such  declaration  shall
become, due and payable, in the manner, with the effect  and
subject to the conditions provided in the Indenture.

    The Indenture contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less
than 66 2/3% in aggregate principal amount of the Securities
at the time Outstanding, as defined in the Indenture, of all
series to be affected (voting as one class) evidenced as  in
the  Indenture provided, to execute supplemental  indentures
adding  any  provisions  to or changing  in  any  manner  or
eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights
of  the  holders  of  the Securities of  each  such  series;
provided, however, that no such supplemental indenture shall
(i) extend the fixed maturity of any Security, or reduce the
principal  amount thereof, or reduce the rate or extend  the
time  of  payment of interest thereon, or reduce any premium
payable  on redemption thereof, without the consent  of  the
holder  of  each  Security so affected, or (ii)  reduce  the
aforesaid  percentage  of Securities,  the  consent  of  the
holders  of  which  is  required for any  such  supplemental
indenture,  without  the  consent  of  the  holders  of  all
Securities  then  outstanding.  It is also provided  in  the
Indenture  that, with respect to certain defaults or  Events
of Default regarding the Securities of any


                             A-3




series,  prior  to any declaration of the maturity  of  such
Securities, the holders of a majority in aggregate principal
amount  of the Securities of such series (or in the case  of
certain defaults or Events of Default, all or certain series
of  the Securities) at the time outstanding may on behalf of
the  holders of all of the Securities of such series (or all
or  certain series of Securities, as the case may be)  waive
any past default or Event of Default under the Indenture and
its  consequences,  except  a  default  in  the  payment  of
principal  (or  premium,  if any)  or  interest.   Any  such
consent or waiver by the holder of this Note (unless revoked
as  provided  in  the  Indenture) shall  be  conclusive  and
binding  upon  such holder and upon all future  holders  and
owners of this Note and of any Note issued upon the transfer
thereof   or   in   exchange   or   substitution   therefor,
irrespective of whether or not any notation of such  consent
or waiver is made upon this Note or such other Note.

    No reference herein to the Indenture and no provision of
this  Note  or  of the Indenture shall alter or  impair  the
obligation   of   the  Company,  which   is   absolute   and
unconditional, to pay the principal of (and premium, if any)
and  interest on this Note at the places, at the  respective
times,  at  the  rate  and in the coin  or  currency  herein
prescribed.

    The  Series     Notes may be redeemed, at the option  of
the Company, as a whole or from time to time in part, on  or
after  the  Initial Redemption Date, set forth on  the  face
hereof,  and prior to maturity, upon the notice referred  to
below,  all  as  provided in the Indenture, at  the  related
Optional Redemption Prices (expressed in percentages of  the
principal amount) set forth on the face hereof, together  in
each  case  with  accrued interest to  the  date  fixed  for
redemption.   As  provided  in  the  Indenture,  notice   of
redemption to the holders of the Notes  to be redeemed as  a
whole or in part shall be given by mailing a notice of  such
redemption  not less than thirty nor more than  ninety  days
prior  to  the  date  fixed  for redemption  to  their  last
addresses as they shall appear upon the Securities register.

    The  Series            Notes are issuable as  registered
Notes  without  coupons in denominations of  $1,000  or  any
multiple  thereof.   Upon due presentment  for  exchange  or
registration  of  transfer of this Note  at  the  office  or
agency of the Company in the Borough of Manhattan, The  City
of  New  York, a new Note or Notes having the same maturity,
interest  rate, redemption provisions, if any, and  Original
Issue  Date,  of  authorized  denominations,  for  an  equal
aggregate principal amount, will be issued in the manner and
subject  to  the limitations provided in the Indenture.   No
service  charge  shall  be made for  any  such  exchange  or
transfer,  but  the Company may require  payment  of  a  sum
sufficient  to  cover  any tax or other governmental  charge
that may be imposed in relation thereto.

    The Company, the Trustee, any authenticating agent,  any
payment  agent  and any Securities registrar  may  deem  and
treat  the  holder  hereof  as  the  absolute  owner  hereof
(whether   or   not   this  Note  shall   be   overdue   and
notwithstanding any notation of ownership or  other  writing
hereon)  for  the  purpose of receiving  payment  of  or  on
account  of the principal hereof (and premium, if any)  and,
subject  to  the  provisions on the  face  hereof,  interest
hereon,  and for all other purposes, and neither the Company
nor the Trustee nor any authenticating agent nor any payment
agent nor any securities registrar shall be affected by  any
notice to the contrary.


                             A-4





   No recourse shall be had for the payment of the principal
of  (or premium, if any) or the interest on this Note or for
any  claim based hereon, or otherwise in respect hereof,  or
based  on  or  in respect of the Indenture or any  indenture
supplemental thereto, against any incorporator, shareholder,
officer or director, as such past, present or future, of the
Company or of any successor corporation, either directly  or
through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the
enforcement  of any assessment of penalty or otherwise,  all
such  liability being, by the acceptance hereof and as  part
of  the consideration for the issue hereof, expressly waived
and released.

    This  Note shall be deemed a contract under the laws  of
the  State  of  Connecticut and for all  purposes  shall  be
governed  by  and construed in accordance with the  laws  of
said State.










































                             A-5



EXHIBIT B


                       (FORM OF NOTE1)

                            FACE

$                                                        No.


     SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
                      MEDIUM TERM NOTES

Original Issue Date:                        Maturity Date:
Interest     Rate:                                   Initial
Redemption Date:
                                                   Principal
Amount:

    The Optional Redemption Price shall initially be       %
of  the  principal amount of this Note to  be  redeemed  and
shall  decline at each anniversary of the Initial Redemption
Date  by     % of the principal amount to be redeemed  until
the  Optional  Redemption Price is 100%  of  such  principal
amount.2

    SOUTHERN  NEW ENGLAND TELECOMMUNICATIONS CORPORATION,  a
Connecticut   corporation  (herein  referred   to   as   the
"Company"),  for value received hereby promises  to  pay  to
, or registered assigns, the principal sum of $       on the
Maturity Date shown above and to pay interest thereon at the
rate  per  annum shown above until the principal  amount  is
paid  or  made available for payment.  The Company will  pay
interest  semi-annually on         and             (each  an
"Interest  Payment  Date"),  commencing  with  the  Interest
Payment  Date immediately following the Original Issue  Date
shown above, and on the Maturity Date shown above.  Interest
on  this  Note  will  accrue from the most  recent  Interest
Payment  Date  to  which  interest has  been  paid  or  duly
provided  for  or,  if no interest has  been  paid  or  duly
provided for, from the Original Issue Date shown above.  The
amount  of  interest  payable on any Interest  Payment  Date
shall  be computed on the basis of a 360-day year of  twelve
30-day  months.   The Interest so payable  on  any  Interest
Payment Date will, subject to certain exceptions provided in
the  Indenture referred to below, be paid to the  person  in
whose  name this Note is registered at the close of business
on  the  Record Date for such interest, which shall  be  the
or            ,  as  the  case may be, next  preceding  such
Interest Payment Date, unless such Record Date shall not  be
a  Business Day, as defined below, in which case the  Record
Date  shall  be  the Business Day next preceding.   (If  the
Original  Issue Date of this Note is between a  Record  Date
and  the  corresponding  Interest Payment  Date,  the  first
payment  of  interest on this Note shall be payable  to  the
person to whom this Note shall have been issued.) Payment of
the  principal of and interest on this Note will be made  at
the  office  or  agency of the Company maintained  for  that
purpose  in the Borough of Manhattan, The City of New  York,
State  of  New York, in such coin or currency in the  United
States  of America as at the time of payment shall be  legal
tender  for  payment of public and private debts;  provided,
however, that, at the option of the company payment of

1  The  Company  may elect to use a different  title  (i.e.,
debentures) and, in such case, conforming changes  would  be
made throughout the text of this form.

2  If  the  security is offered pursuant to a firm committee
underwriting, the provisions relating to redemption would be
set forth in the text contained on the reverse of this form.

                             B-1




interest may be made by check mailed to the address  of  the
person entitled thereto as such address shall appear in  the
Securities  register.  "Business Day" means any  day,  other
than  a  Saturday  or Sunday, that is not  a  day  on  which
banking  institutions are authorized or required by  law  or
regulation to be closed in The City of New York or the State
of Connecticut.

    Reference  is  hereby made to the further provisions  of
this  Note set forth on the reverse hereof and such  further
provisions  shall for all purposes have the same  effect  as
though fully set forth at this place.

   This Note shall not be valid or become obligatory for any
purpose  until the appropriate certificate of authentication
hereon  shall  have been executed by or  on  behalf  of  the
Trustee  under  the  Indenture referred to  on  the  reverse
hereof.

      IN    WITNESS    WHEREOF,   SOUTHERN    NEW    ENGLAND
TELECOMMUNICATIONS CORPORATION has caused this Instrument to
be  signed  by  its  duly authorized  officers,  each  by  a
facsimile  of  his signature, and has caused a facsimile  of
its  corporate  seal  to  be affixed hereunto  or  imprinted
hereon.

Date

                                    SOUTHERN NEW ENGLAND
                                          TELECOMMUNICATIONS
CORPORATION,


                                                          By

(Corporate Seal)                     Name:
                                     Title:




                                     Name:
                                     Title:



           (FORM OF CERTIFICATE OF AUTHENTICATION)

    This  is  one of the Securities of the series designated
therein referred to in the within mentioned Indenture.








                                    THE CONNECTICUT NATIONAL
BANK,
                                    as Trustee

                                                          By

                                       Authorized Signatory



                             B-2




                       (FORM OF NOTE)
                          (REVERSE)

     SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION


    This Note is one of a duly authorized issue of unsecured
debt securities (hereinafter called the "Securities") of the
Company  of  the  series  hereinafter  specified,  all  such
Securities issued or to be issued under and pursuant  to  an
indenture   dated  as  of              (herein  called   the
"Indenture"),  between  the  Company  and  The   Connecticut
National  Bank,  Trustee (herein called the  "Trustee"),  to
which  Indenture  and  all indentures  supplemental  thereto
reference  is hereby made for a description of  the  rights,
limitations  of  rights, obligations, duties and  immunities
thereunder of the Trustee, the Company and the holders  (the
words  "holders" or "holder" meaning the registered  holders
or registered holder) of the Securities.  The Securities may
be  issued in one or more series, which different series may
be issued in various aggregate principal amounts, may mature
at  different  times, may bear interest at different  rates,
may  be subject to different redemption provisions (if any),
may  be  subject to different sinking, purchase or analogous
funds  (if  any), may be subject to different covenants  and
Events of Default and may otherwise vary as in the Indenture
provided.   This Note is one of a series designated  as  the
Series           Notes  of  the Issuer  (herein  called  the
"Series                  Notes"),   limited   in   aggregate
principal  amount to $          .  The  Series         Notes
may be issued at various times with different maturity dates
and  different  principal  repayment  provisions,  may  bear
interest at different rates, and may otherwise vary, all  as
provided in the Indenture.

    In  case an Event of Default with respect to the  Series
Notes  shall have occurred and be continuing, the  principal
hereof  may  be  declared, and upon such  declaration  shall
become, due and payable, in the manner, with the effect  and
subject to the conditions provided in the Indenture.

    The Indenture contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less
than 66 2/3% in aggregate principal amount of the Securities
at the time Outstanding, as defined in the Indenture, of all
series to be affected (voting as one class) evidenced as  in
the  Indenture provided, to execute supplemental  indentures
adding  any  provisions  to or changing  in  any  manner  or
eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights
of  the  holders  of  the Securities of  each  such  series;
provided, however, that no such supplemental indenture shall
(i) extend the fixed maturity of any Security, or reduce the
principal  amount thereof, or reduce the rate or extend  the
time  of  payment of interest thereon, or reduce any premium
payable  on redemption thereof, without the consent  of  the
holder  of  each  Security so affected, or (ii)  reduce  the
aforesaid percentage

                             B-3




of  Securities,  the  consent of the  holders  of  which  is
required  for any such supplemental indenture,  without  the
consent  of  the holders of all Securities then outstanding.
It  is also provided in the Indenture that, with respect  to
certain   defaults  or  Events  of  Default  regarding   the
Securities  of any series, prior to any declaration  of  the
maturity  of  such Securities, the holders of a majority  in
aggregate principal amount of the Securities of such  series
(or  in  the case of certain defaults or Events of  Default,
all  or  certain  series  of the  Securities)  at  the  time
outstanding  may  on behalf of the holders  of  all  of  the
Securities  of  such  series (or all or  certain  series  of
Securities,  as the case may be) waive any past  default  or
Event  of  Default under the Indenture and its consequences,
except a default in the payment of principal (or premium, if
any)  or interest.  Any such consent or waiver by the holder
of  this  Note (unless revoked as provided in the Indenture)
shall be conclusive and biding upon such holder and upon all
future  holders  and owners of this Note  and  of  any  Note
issued   upon  the  transfer  thereof  or  in  exchange   or
substitution therefor, irrespective of whether  or  not  any
notation of such consent or waiver is made upon this Note or
such other Note.

    No reference herein to the Indenture and no provision of
this  Note  or  of the Indenture shall alter or  impair  the
obligation   of   the  Company,  which   is   absolute   and
unconditional, to pay the principal of (and premium, if any)
and  interest on this Note at the places, at the  respective
times,  at  the  rate  and in the coin  or  currency  herein
prescribed.

    The  Series     Notes may be redeemed, at the option  of
the Company, as a whole or from time to time in part, on  or
after  the  Initial Redemption Date, set forth on  the  face
hereof,  and prior to maturity, upon the notice referred  to
below,  all  as  provided in the Indenture, at  the  related
Optional Redemption Prices (expressed in percentages of  the
principal amount) set forth on the face hereof, together  in
each  case  with  accrued interest to  the  date  fixed  for
redemption.   As  provided  in  the  Indenture,  notice   of
redemption to the holders of the Notes  to be redeemed as  a
whole or in part shall be given by mailing a notice of  such
redemption  not less than thirty nor more than  ninety  days
prior  to  the  date  fixed  for redemption  to  their  last
addresses as they shall appear upon the Securities register.

    The  Series            Notes are issuable as  registered
Notes  without  coupons in denominations of  $1,000  or  any
amount  in  excess  thereof which is a multiple  of  $1,000.
Upon  due  presentment  for  exchange  or  registration   of
transfer of this Note at the office or agency of the Company
in  the  Borough of Manhattan, The City of New York,  a  new
Note  or  Notes  having  the same maturity,  interest  rate,
redemption provisions, if any, and Original Issue  Date,  of
authorized  denominations, for an equal aggregate  principal
amount,  will  be issued in the manner and  subject  to  the
limitations  provided in the Indenture.  No  service  charge
shall  be  made for any such exchange or transfer,  but  the
Company may require payment of a sum sufficient to cover any
tax  or  other  governmental charge that may be  imposed  in
relation thereto.

    The Company, the Trustee, any authenticating agent,  any
payment  agent  and any Securities registrar  may  deem  and
treat  the  holder  hereof  as  the  absolute  owner  hereof
(whether   or   not   this  Note  shall   be   overdue   and
notwithstanding any notation of ownership or  other  writing
hereon)  for  the  purpose of receiving  payment  of  or  on
account of the principal hereof ( and premium, if any)  and,
subject  to  the  provisions on the  face  hereof,  interest
hereon,  and for all other purposes, and neither the Company
nor the Trustee nor any authenticating agent nor any payment
agent nor any securities registrar shall be affected by  any
notice to the contrary.

                             B-4


   No recourse shall be had for the payment of the principal
of  (or premium, if any) or the interest on this Note or for
any  claim based hereon, or otherwise in respect hereof,  or
based  on  or  in respect of the Indenture or any  indenture
supplemental thereto, against any incorporator, shareholder,
officer or director, as such past, present or future, of the
Company or of any successor corporation, either directly  or
through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the
enforcement  of any assessment of penalty or otherwise,  all
such  liability being, by the acceptance hereof and as  part
of  the consideration for the issue hereof, expressly waived
and released.

    This  Note shall be deemed a contract under the laws  of
the  State  of  Connecticut and for all  purposes  shall  be
governed  by  and construed in accordance with the  laws  of
said State.












































                             B-5