NEWMONT MINING CORPORATION, as Issuer


                                       AND


                           CITIBANK, N.A., as Trustee





                                    INDENTURE


                             Dated as of May 1, 2000


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





                             SENIOR DEBT SECURITIES


<PAGE>





                      NEWMONT MINING CORPORATION, as Issuer

                                       AND

                           CITIBANK, N.A., as Trustee



                                    INDENTURE

                             Dated as of May 1, 2000

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


          Reference is made to the following  provisions of the Trust  Indenture
Act of 1939, as amended,  which establish certain duties and responsibilities of
the Issuer and the Trustee which are not set forth in this Indenture:


Section        Subject

310(b)         Disqualification of Trustee for conflicting Securityholders
311            Preferential collection of Trustee as creditor of Issuer
312(a)         Periodic filing of information by Issuer with Trustee
312(b)         Access of Securityholders to information
313(b)         Additional reports of Trustee to Securityholders
314(c)         Evidence of compliance with conditions precedent
315(a)         Duties of Trustee prior to default
315(b)         Notice of default from Trustee to Securityholders
315(c)         Duties of claims Trustee in case of default
315(d)         Provisions relating to responsibility of Trustee
315(e)         Assessment of costs against litigating Securityholders in
               certain circumstances
316(a)         Directions to and waivers by Securityholders in certain
               circumstances
316(b)         Prohibition or impairment of right of Securityholders to payment
316(c)         Right of Issuer to set record date for certain purposes
317(a)         Special Powers of Trustee
318(a)         Provisions of Act to control in case of  conflict



<PAGE>



                                TABLE OF CONTENTS


                                                                            Page



ARTICLE ONE  DEFINITIONS.......................................................1

    SECTION 1.1  Certain Terms Defined.........................................1

ARTICLE TWO  SECURITIES........................................................7

    SECTION 2.1  Forms Generally...............................................7
    SECTION 2.2  Form of Face of Security......................................8
    SECTION 2.3  Form of Reverse of Security..................................10
    SECTION 2.4  [Intentionally omitted.].....................................15
    SECTION 2.5  Form of Trustee's Certificate of Authentication..............15
    SECTION 2.6  Amount Unlimited; Issuable in Series.........................16
    SECTION 2.7  Authentication and Delivery of Securities....................18
    SECTION 2.8  Execution of Securities......................................19
    SECTION 2.9  Certificate of Authentication................................20
    SECTION 2.10  [Intentionally omitted.]....................................20
    SECTION 2.11  Denomination and Date of Securities; Payments of Interest...20
    SECTION 2.12  Registration, Transfer and Exchange.........................21
    SECTION 2.13  Mutilated, Defaced, Destroyed, Lost and Stolen Securities...23
    SECTION 2.14  Cancellation of Securities Paid, etc........................24
    SECTION 2.15  Temporary Securities........................................24
    SECTION 2.16  CUSIP Numbers...............................................25
    SECTION 2.17  Form of Election to Convert.................................25

ARTICLE THREE  COVENANTS OF THE ISSUER........................................26

    SECTION 3.1  Payment of Principal and Interest............................26
    SECTION 3.2  Offices for Payments, etc....................................27
    SECTION 3.3  Paying Agents................................................27
    SECTION 3.4  Limitation on Liens..........................................28
    SECTION 3.5  Limitation on Sales and Leasebacks...........................30
    SECTION 3.6  Notice of Default............................................31
    SECTION 3.7  Calculation of Original Issue Discount.......................31
    SECTION 3.8  Reports......................................................31
    SECTION 3.9  Compliance Certificates......................................31

ARTICLE FOUR  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.32

    SECTION 4.1  Events of Default............................................32
    SECTION 4.2  Payment of Securities on Default; Suit Therefor..............34
    SECTION 4.3  Application of Moneys Collected by Trustee...................36
    SECTION 4.4  Proceedings by Trustee.......................................37
    SECTION 4.5  Restoration of Rights on Abandonment of Proceedings..........37
    SECTION 4.6  Proceedings by Securityholders...............................37
    SECTION 4.7  Remedies Cumulative and Continuing...........................38
    SECTION 4.8  Control by Securityholders...................................38
    SECTION 4.9  Waiver of Past Defaults......................................38

ARTICLE FIVE  CONCERNING THE TRUSTEE..........................................39

    SECTION 5.1  Reliance on Documents, Opinions, etc.; No Requirement
                 for Expenditure of Own Funds.................................39
    SECTION 5.2  No Responsibility for Recitals, etc..........................40
    SECTION 5.3  Trustee and Agents May Hold Securities.......................41
    SECTION 5.4  Moneys to Be Held in Trust...................................41
    SECTION 5.5  Compensation and Expenses of Trustee................. .......41
    SECTION 5.6  Right of Trustee to Rely on Officers' Certificate, etc.......42
    SECTION 5.7  Eligibility of Trustee.......................................42
    SECTION 5.8  Resignation or Removal of Trustee; Appointment of
                 Successor Trustee............................................42
    SECTION 5.9  Acceptance of Appointment by Successor Trustee.... ..........43
    SECTION 5.10 Merger, Conversion, Consolidation or Succession
                 to Business of Trustee.......................................44
    SECTION 5.11  Reports by Trustee to Securityholders.......................45

ARTICLE SIX  CONCERNING THE SECURITYHOLDERS...................................45

    SECTION 6.1  Action by Securityholders....................................45
    SECTION 6.2  Proof of Execution by Securityholders........................46
    SECTION 6.3  Holders to Be Treated as Owners..............................46
    SECTION 6.4  Securities Owned by Issuer Deemed Not Outstanding............47
    SECTION 6.5  Right of Revocation of Action Taken..........................47
    SECTION 6.6  Securityholders' Meetings; Purposes..........................48
    SECTION 6.7  Call of Meetings by Trustee..................................48
    SECTION 6.8  Call of Meetings by Issuer or Securityholders................48
    SECTION 6.9  Qualifications for Voting....................................49
    SECTION 6.10  Quorum; Adjourned Meetings..................................49
    SECTION 6.11  Regulations.................................................49
    SECTION 6.12  Voting......................................................50
    SECTION 6.13  No Delay of Rights by Meeting...............................51
    SECTION 6.14  Written Consent in Lieu of Meeting..........................51

ARTICLE SEVEN  SUPPLEMENTAL INDENTURES........................................51

    SECTION 7.1  Supplemental Indentures Without Consent of Securityholders...51
    SECTION 7.2  Supplemental Indentures With Consent of Securityholders......52
    SECTION 7.3  Effect of Supplemental Indenture.............................54
    SECTION 7.4  Certain Documents to Be Given to Trustee.....................54
    SECTION 7.5  Notation on Securities.......................................54

ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE..............54

    SECTION 8.1  Issuer May Consolidate, etc., on Certain Terms...............54
    SECTION 8.2  Successor Entity to Be Substituted...........................55
    SECTION 8.3  Opinion of Counsel and Officers' Certificate to Be
                 Given to Trustee.............................................55

ARTICLE NINE  SATISFACTION AND DISCHARGE
         OF INDENTURE; UNCLAIMED MONEYS.......................................55

    SECTION 9.1  Satisfaction and Discharge of Indenture......................55
    SECTION 9.2  Application by Trustee of Funds Deposited for
                 Payment of Securities........................................56
    SECTION 9.3  Repayment of Moneys Held by Paying Agent.....................56
    SECTION 9.4  Return of Moneys Held by Trustee and Paying Agent
                 Unclaimed for Two Years......................................57
    SECTION 9.5  Issuer's Option to Effect Defeasance or Covenant
                 Defeasance...................................................57
    SECTION 9.6  Defeasance and Discharge......... ...........................57
    SECTION 9.7  Covenant Defeasance..........................................57
    SECTION 9.8  Conditions to Defeasance or Covenant Defeasance..............58
    SECTION 9.9  Deposited Money and U.S. Government Obligations to Be
                 Held in Trust; Other Miscellaneous Provisions................59

ARTICLE TEN  REDEMPTION OF SECURITIES AND SINKING FUNDS.......................60

     SECTION 10.1  Applicability of Article...................................60
     SECTION 10.2  Notice of Redemption; Selection of Securities..............60
     SECTION 10.3  Payment of Securities Called for Redemption................61
     SECTION 10.4  Exclusion of Certain Securities from Eligibility for
                   Selection for Redemption...................................62
     SECTION 10.5  Mandatory and Optional Sinking Funds.......................62
     SECTION 10.6  Conversion Arrangement on Call for Redemption..............65

ARTICLE ELEVEN  CONVERSION OF SECURITIES......................................66

     SECTION 11.1  General....................................................66
     SECTION 11.2  Right to Convert...........................................66
     SECTION 11.3  Manner of Exercise of Conversion Privilege;
                   Delivery of Common Stock; No Adjustment for Interest
                   or Dividends...............................................67
     SECTION 11.4  Cash Payments in Lieu of Fractional Shares.................68
     SECTION 11.5  Conversion Price Adjustments; Effect of
                   Reclassification, Mergers, Consolidations
                   and Sales of Assets........................................68
     SECTION 11.6  Taxes on Shares Issued.....................................72
     SECTION 11.7  Shares to be Fully Paid; Compliance with Governmental
                   Requirements; Listing of Common Stock......................72
     SECTION 11.8  Responsibility of Trustee..................................72
     SECTION 11.9  Covenant to Reserve Shares.................................73
     SECTION 11.10  Other Conversions.........................................73

ARTICLE TWELVE  [INTENTIONALLY OMITTED].......................................73


ARTICLE THIRTEEN  MISCELLANEOUS PROVISIONS....................................73

         SECTION 13.1  Incorporators, Stockholders, Officers and
                       Directors of Issuer Exempt from
                       Individual Liability...................................73
         SECTION 13.2  Provisions of Indenture for the Sole
                       Benefit of Parties and Securityholders.................73
         SECTION 13.3  Successors and Assigns of Issuer Bound by Indenture....74
         SECTION 13.4  Notices and Demands on Issuer, Trustee and
                       Securityholders........................................74
         SECTION 13.5  Officers' Certificates and Opinions of Counsel;
                       Statements to Be Contained Therein.....................74
         SECTION 13.6  Official Acts by Successor Entity......................75
         SECTION 13.7  Payments Due on Saturdays, Sundays and Legal Holidays..75
         SECTION 13.8  NEW YORK LAW TO GOVERN.................................75
         SECTION 13.9  Counterparts...........................................76
         SECTION 13.10  Effect of Headings....................................76
         SECTION 13.11  Conflict with Trust Indenture Act.....................76



<PAGE>

          THIS  INDENTURE,  dated  as of  May 1,  2001  between  NEWMONT  MINING
CORPORATION,  a Delaware  corporation  (the  "Issuer"),  and  CITIBANK,  N.A., a
national banking  association  duly  incorporated and existing under the laws of
the United States of America (the "Trustee").

                              W I T N E S S E T H :
                               - - - - - - - - - -

          WHEREAS, the Issuer has duly authorized the issuance from time to time
of its unsecured bonds, debentures, notes and other evidences of indebtedness to
be issued in one or more series (the  "Securities")  up to such principal amount
or amounts and denominated in United States dollars or foreign currency or units
or  composites  of two or more thereof as may from time to time be authorized in
accordance with the terms of this Indenture and to provide,  among other things,
for the authentication, delivery and administration thereof, the Issuer has duly
authorized the execution and delivery of this Indenture; and

          WHEREAS,  all things  necessary to make this Indenture,  when executed
and delivered by the parties hereto,  a valid and legally binding  indenture and
agreement according to its terms, have been done;

          NOW, THEREFORE:

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

                                   ARTICLE ONE

                                   DEFINITIONS

          SECTION 1.1 Certain  Terms  Defined.  The  following  terms (except as
herein  otherwise  expressly  provided or unless the context  otherwise  clearly
requires) for all purposes of this  Indenture and of any indenture  supplemental
hereto shall have the respective  meanings specified in this Section.  All other
terms used in this  Indenture  that are  defined in the Trust  Indenture  Act of
1939, as amended to the date of this  Indenture as originally  executed,  or the
definitions  of which in the  Securities  Act of 1933, as amended to the date of
this Indenture as originally  executed,  are referred to in the Trust  Indenture
Act of 1939 (except as herein otherwise expressly provided or unless the context
otherwise clearly  requires),  shall have the meanings assigned to such terms in
said Trust  Indenture Act and in said  Securities Act as in force at the date of
this Indenture. The words "herein",  "hereof" and "hereunder" and other words of
similar  import  refer to this  Indenture  as a whole and not to any  particular
Article,  Section or other  subdivision.  The terms defined in this Article have
the meanings  assigned to them in this Article and include the plural as well as
the singular.

          "Attributable  Debt" means, as to any particular lease under which the
Issuer is at the time liable,  at any date as of which the amount  thereof is to
be  determined,  the total net amount of rent  required to be paid by the Issuer
under  such  lease  during  the  remaining  term  thereof,  discounted  from the
respective  due dates  thereof  to such date at the rate of  interest  per annum
implicit in the terms of such lease (as  determined by any two of the following:
the chairman,  the  president,  the executive  vice  president,  any senior vice
president,  the  treasurer,  the  controller  or the  secretary  of the  Issuer)
compounded  semi-annually.  The net amount of rent required to be paid under any
such lease for any such  period  shall be the amount of the rent  payable by the
lessee with respect to such period,  after excluding amounts required to be paid
on account of maintenance  and repairs,  insurance,  taxes,  assessments,  water
rates and similar  charges.  In the case of any lease which is terminable by the
lessee upon the  payment of a penalty,  such net amount  shall also  include the
amount of such  penalty,  but no rent shall be considered as required to be paid
under  such  lease  subsequent  to  the  first  date  upon  which  it  may be so
terminated.

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

          "Business Day" means, except as otherwise provided pursuant to Section
2.6 for  Securities of any series,  any day that is not a Saturday or Sunday and
that is not a day on which  banking  institutions  are  generally  authorized or
obligated by law to close in The City of New York.

          "Commission"  means the  Securities and Exchange  Commission,  as from
time to time constituted,  created under the Securities Exchange Act of 1934, or
if at any  time  after  the  execution  and  delivery  of  this  Indenture  such
Commission  is not existing and  performing  the duties now assigned to it under
the Trust  Indenture Act of 1939,  then the body  performing such duties on such
date.

          "Common  Stock" means the common stock of the Issuer,  par value $1.60
per share.

          "Consolidated  Net  Tangible  Assets"  means the  aggregate  amount of
assets (less  applicable  reserves and other  properly  deductible  items) after
deducting therefrom (a) all current liabilities (excluding any thereof which are
by their terms extendible or renewable at the option of the obligor thereon to a
time more than 12 months after the time as of which the amount  thereof is being
computed and excluding current maturities of long-term  indebtedness and capital
lease  obligations)  and (b) all  goodwill,  all as  shown  in the  most  recent
consolidated  balance  sheet of the  Issuer  and its  Subsidiaries  computed  in
accordance with generally accepted accounting principles.

          "Conversion  Price"  means,  with respect to any series of  Securities
which are convertible  into Common Stock, the price per share of Common Stock at
which the  Securities  of such  series  are so  convertible  as set forth in the
Resolution with respect to such series (or in any supplemental indenture entered
into pursuant to Article Seven with respect to such series),  as the same may be
adjusted from time to time in accordance with Section 11.5 (or such supplemental
indenture pursuant to Section 11.1).

          "Corporate  Trust Office" means the principal office of the Trustee at
which at any time its corporate  trust  business  shall be  administered,  which
office at the date hereof is located at 111 Wall Street,  14th Floor,  New York,
New York 10005, Attention: Global Agency & Trust Services, or such other address
as the Trustee may designate  from time to time by notice to the Holders and the
Issuer,  or the principal  corporate  trust office of any successor  Trustee (or
such other  address as a successor  Trustee may  designate  from time to time by
notice to the Holders and the Issuer).

          "covenant  defeasance" and "defeasance"  have the meanings assigned to
such terms, respectively, by Sections 9.7 and 9.6.

          "Depositary"  means,  with respect to the  Securities of any series or
Tranche  issuable  or issued in the form of one or more Global  Securities,  the
Person  designated  as  Depositary  for such  Global  Securities  by the  Issuer
pursuant  to Section  2.7 until a  successor  Depositary  shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Depositary" shall mean or include each Person who is then a Depositary for such
Global  Securities,  and if at any time there is more than one Person designated
as  Depositary  for  Global  Securities  of  a  particular  series  or  Tranche,
"Depositary",  as used with respect to the Securities of such series or Tranche,
means  the  Depositary  with  respect  to  the  particular  Global  Security  or
Securities.

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

          "euro" means the currency  introduced  on January 1, 1999 at the start
of the third  stage of  economic  and  monetary  union  pursuant  to the  treaty
establishing the European Community.

          "Event of Default"  means any event or condition  specified as such in
Section 4.1.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Funded  Debt"  means all  indebtedness  for money  borrowed  having a
maturity of more than 12 months from the date as of which the amount  thereof is
to be  determined  or having a maturity  of less than 12 months but by its terms
being  renewable or extendable  beyond 12 months from such date at the option of
the borrower.

          "Global  Security"  means  a  Security  evidencing  all or a part of a
series or Tranche of  Securities,  issued to the  Depositary  for such series or
Tranche,  as the case may be, in  accordance  with  Section  2.7 and bearing the
legend prescribed in Section 2.7.

          "Holder",  "Holder of Securities",  "Securityholder"  or other similar
terms means a Person in whose name a Security is registered in the Register.

          "Indenture" means this instrument as originally executed and delivered
or,  if  amended  or  supplemented  as herein  provided,  as so  amended  and/or
supplemented  from time to time,  and shall include (i) for all purposes of this
instrument and any supplemental indenture, the provisions of the Trust Indenture
Act of 1939 that are deemed to be a part of and govern this  instrument  and any
such  supplemental  indenture,  respectively,  and (ii) the  forms  and terms of
particular series of Securities established as contemplated hereunder.

          "Interest"  means,  when used with respect to a  non-interest  bearing
Security,  interest  payable  after the  principal  thereof  has  become due and
payable  whether  at  maturity,  by  declaration  of  acceleration,  by call for
redemption, pursuant to a sinking fund or otherwise.

          "Issuer" means Newmont  Mining  Corporation,  a Delaware  corporation,
until any successor corporation shall have become such pursuant to Article Eight
and thereafter  "Issuer" shall mean such successor except as otherwise  provided
in Section 8.2.

          "mandatory  sinking fund payment" has the meaning set forth in Section
10.5.

          "Market Exchange Rate" has the meaning set forth in Section 6.1.

          "New York  Location"  means the location in the Borough of  Manhattan,
The City of New York, at which at any particular  time the Trustee  receives and
redelivers securities, which location at the date of execution of this Indenture
is 111 Wall Street, New York, New York 10043.

          "Officers' Certificate" means, when used with respect to the Issuer, a
certificate signed by the chairman of the Board of Directors, the president, any
executive  vice  president or any senior vice  president  and by the  treasurer,
controller  or the  secretary of the Issuer and  delivered to the Trustee.  Each
such  certificate  shall include the statements  required by the Trust Indenture
Act of 1939 or as provided for in Section  13.5,  if and to the extent  required
hereby.

          "Opinion  of  Counsel"  means an opinion  in  writing  signed by legal
counsel who may be an employee  of or counsel to the Issuer.  Each such  opinion
shall include the statements  required by the Trust  Indenture Act of 1939 or as
provided for in Section 13.5, if and to the extent required hereby.

          "optional  sinking fund  payment" has the meaning set forth in Section
10.5.

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

          "Original  Issue Discount  Security"  means any Security that provides
for an amount less than the principal  amount thereof to be due and payable upon
redemption or a declaration of acceleration of the maturity  thereof pursuant to
Section 4.1.

          "Outstanding" (except as otherwise required by the Trust Indenture Act
of  1939),  when  used with  reference  to  Securities,  shall,  subject  to the
provisions  of Section 6.4,  mean, as of any  particular  time,  all  Securities
theretofore  authenticated  and delivered by the Trustee  under this  Indenture,
except

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

                    (b) Securities,  or portions thereof,  which have become due
          and for the payment or  redemption  of which  monies in the  necessary
          amount shall have been theretofore deposited in trust with the Trustee
          or with any paying  agent  (other  than the Issuer) or shall have been
          set aside,  segregated and held in trust by the Issuer for the Holders
          of such  Securities (if the Issuer shall act as its own paying agent);
          and

                    (c) Securities in lieu of or in substitution for which other
          Securities shall have been authenticated and delivered pursuant to the
          terms of  Section  2.11,  or which  shall have been paid  pursuant  to
          Section 2.11.

          In determining  whether the Holders of the requisite  principal amount
of Outstanding  Securities of any or all series have given any request,  demand,
authorization,  direction,  notice,  consent or waiver hereunder,  the principal
amount that shall be deemed to be  Outstanding  for such purposes in the case of
an Original Issue Discount Security or (unless as otherwise established pursuant
to Section 2.6) in the case of a Security  which  provides  that an amount other
than the face amount thereof will or may be payable upon the maturity thereof or
a declaration of acceleration of the maturity thereof shall be the amount of the
principal  thereof  that  would  be due  and  payable  as of the  date  of  such
determination  upon  a  declaration  of  acceleration  of the  maturity  thereof
pursuant to Section 4.1.

          "Overdue Rate" means,  unless otherwise specified in the Securities of
any series, the same rate as the rate of interest specified in the Securities of
such series or, in the case of a series of Original Issue  Discount  Securities,
the Yield to Maturity of such series of Securities.

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

          "Principal"  whenever  used with  reference to the  Securities  or any
Security or any portion  thereof,  shall be deemed to include "and  premium,  if
any".

          "Principal  Property"  means  any  mine,  together  with any  fixtures
comprising a part thereof,  and any plant or other  facility,  together with any
land upon which such plant or other facility is erected and fixtures  comprising
a part thereof,  used primarily for mining or processing,  in each case, located
in the United  States of America  and the net book value of which on the date as
of which the determination is being made exceeds 5% of Consolidated Net Tangible
Assets;  provided, that Principal Property shall not include (a) any mine, plant
or facility  which,  in the opinion of the Board of Directors of the Issuer,  is
not of material importance to the total business conducted by the Issuer and its
Subsidiaries  as an entirety or (b) any portion of a particular  mine,  plant or
facility  which,  in the opinion of the Issuer is not of material  importance to
the use or operation of such mine, plant or facility.

          "record date" has the meaning set forth in Section 2.11.

          "Register" has the meaning set forth in Section 2.12.

          "Resolution"  means a resolution of the Board of Directors,  including
without  limitation any such resolution by which or pursuant to which any series
of Securities is authorized and established pursuant to Section 2.6.

          "Responsible  Officer",  when used with respect to the Trustee,  means
any vice president, any senior trust officer, trust officer, any assistant trust
officer,  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  such  person's  knowledge  of and  familiarity  with  the
particular   subject   and  who  shall  have  direct   responsibility   for  the
administration of this Indenture.

          "Restricted  Subsidiary" means any Subsidiary (a) substantially all of
the property of which is located,  or substantially all of the business of which
is  carried  on,  within  the  United  States of  America  and (b) which  owns a
Principal Property;  provided,  that Restricted Subsidiary shall not include any
Subsidiary  the primary  business of which  consists of financing  operations in
connection  with leasing and  conditional  sales  transactions  on behalf of the
Issuer and its Subsidiaries, and/or purchasing accounts receivable and/or making
loans  secured  by  accounts  receivable  or  inventory,  or which is  otherwise
primarily engaged in the business of a finance company.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Security or  Securities"  (except as otherwise  required by the Trust
Indenture  Act of 1939) has the  meaning  stated in the  first  recital  of this
Indenture  or means any  Securities  that have been  issued,  authenticated  and
delivered under this Indenture, as the context may require.

          "Security registrar" has the meaning set forth in Section 2.12.

          "series", as used in the definitions of "Indenture" and "Overdue Rate"
in this  Section  1.1 and as used in  Section  2.6  (except as used in the first
sentence of the second paragraph  thereof and in the first and last sentences of
the third paragraph  thereof),  2.11, 2.12, 2.13, 2.15, 3.1, 3.2, 3.3 (except as
used in the  fourth  paragraph  thereof),  10.1,  10.2,  10.3  and  10.5,  means
"Tranche" for any  Securities of a series of Securities  consisting of more than
one Tranche.

          "sinking fund payment date" has the meaning set forth in Section 10.5.

          "Subsidiary"  means any  corporation  or any other  entity of which at
least a majority of the outstanding stock or other ownership interests having by
the terms thereof ordinary voting power for the election of directors,  managers
or trustees of such corporation or any other entity or other persons  performing
similar  functions  (irrespective  of  whether or not at the time stock or other
ownership  interests  of any other class or type of such  corporation  or entity
shall  have or  might  have  voting  power by  reason  of the  happening  of any
contingency)  is at the time directly or  indirectly  owned or controlled by the
Issuer, or by one or more other  Subsidiaries,  or by the Issuer and one or more
other Subsidiaries.

          "Tranche"  means all  Securities  of the same  series  having the same
Original  Issue  Date,  interest  rate,   maturity,   repayment  and  redemption
provisions.

          "Trust  Indenture  Act of  1939"  (except  as  otherwise  provided  in
Sections 7.1 and 7.2) means the Trust  Indenture Act of 1939, as amended,  as in
force at the date as of which this Indenture was originally executed;  provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date,  "Trust  Indenture Act of 1939" means,  to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

          "Trustee"  means  the  Person  identified  as  "Trustee"  in the first
paragraph  hereof and,  subject to the  provisions of Article  Five,  shall also
include any successor  trustee.  If pursuant to the provisions of this Indenture
there shall be at any time more than one Trustee  hereunder,  the term "Trustee"
as used with  respect  to  Securities  of any series  shall mean the  Trustee or
Trustees with respect to the Securities of that series.

          "U.S.  Government  Obligations"  has the  meaning set forth in Section
9.8.

          "vice  president",  (i) when used with respect to the Issuer means the
executive  vice  president  and any senior vice  president,  (ii) when used with
respect to the Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title of "vice president".

          "Yield to Maturity"  means, in the case of any Original Issue Discount
Security,  the yield to maturity  specified in such  Security or in a Resolution
relating thereto.

                                   ARTICLE TWO

                                   SECURITIES

          SECTION 2.1 Forms  Generally.  The  Securities of each series shall be
substantially  in the form set forth in this  Article,  or in such other form as
shall be established by or pursuant to a Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate  insertions,  omissions,
substitutions  and  other  variations  as are  required  or  permitted  by  this
Indenture and may have imprinted or otherwise  reproduced  thereon such letters,
numbers or other marks of identification and such legends or endorsements as may
be required to comply with any  applicable  law,  rule or regulation or with the
rules of any securities  exchange or as may,  consistent  with the provisions of
this  Indenture,  be determined by the officers  executing such  Securities,  as
evidenced by their execution of the Securities. In the case of Securities of any
series  that  are  denominated  in  a  coin  or  currency  (including  composite
currencies or currency units) that is, or may be, replaced by the euro, the form
of such Securities may contain such  insertions,  omissions,  substitutions  and
other variations as may be deemed appropriate or required.

          In the case of  Securities of any series that are  convertible  at the
option of Holders into shares of Common  Stock,  the form of election to convert
shall be  substantially  in the form set forth in Section 2.17, or in such other
form as shall be  established  by or pursuant to a Resolution  or in one or more
indentures  supplemental hereto, in each case with such appropriate  insertions,
omissions,  substitutions  and other  variations as are required or permitted by
this Indenture and may be imprinted or otherwise reproduced on the Securities of
such series.

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

          SECTION 2.2 Form of Face of Security.  [If the Security is an Original
Issue Discount Security, insert any legend required by the Internal Revenue Code
of 1986, as amended and the regulations thereunder.]
No.

$_____________                                                CUSIP No. ________


                           NEWMONT MINING CORPORATION

                         [Insert Designation of Series]

          Newmont Mining Corporation,  a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Issuer"),  for value
received,  hereby  promises  to pay to  ________,  or  registered  assigns,  the
principal sum of  ____________________ on _______________ [if the Security is to
bear interest prior to maturity,  insert--, and to pay interest thereon [[insert
as  applicable--annually or semi-annually or quarterly]] on [[insert appropriate
interest payment dates]] (the "Interest Payment Dates") in each year, commencing
___________, [insert--at the rate of __% per annum or, if applicable, insert the
method for  determining  the  adjustable,  floating  or other  form of  variable
interest rate borne by the  Securities]  until the  principal  hereof is paid or
made  available for payment [if  applicable,  insert --, and (to the extent that
the payment of such interest  shall be legally  enforceable)  at the rate of __%
per annum on any  overdue  principal  and  premium,  if any,  and on any overdue
installment of interest].  Notwithstanding  the  foregoing,  this Security shall
bear interest from the most recent  Interest  Payment Date to which  interest in
respect hereof has been paid or duly provided for, unless (i) the date hereof is
such an Interest  Payment Date,  in which case from the date hereof,  or (ii) no
interest  has been  paid on this  Security,  in which  case  from  ____________;
provided,  however,  that if the Issuer shall default in the payment of interest
due on the date hereof,  then this  Security  shall bear  interest from the next
preceding  Interest  Payment  Date to which  Interest  has been  paid or,  if no
interest has been paid on this Security  from  __________.  Notwithstanding  the
foregoing, if the date hereof is after the _________ [insert if applicable -- or
__________]  (whether or not a Business  Day) (the  "Record  Date"),  [insert if
applicable -- as the case may be,] next  preceding an Interest  Payment Date and
before such Interest  Payment Date,  this Security shall bear interest from such
Interest Payment Date;  provided,  however,  that if the Issuer shall default in
the payment of interest due on such Interest  Payment  Date,  then this Security
shall bear  interest  from the next  preceding  Interest  Payment  Date to which
interest has been paid or, if no interest has been paid on this  Security,  from
_________. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will,  subject to certain  exceptions  provided in the
Indenture referred to on the reverse hereof, be paid to the Person in whose name
this  Security  is  registered  at the close of business on the Record Date next
preceding  such  Interest  Payment  Date.  Unless  otherwise  specified  for the
Security  pursuant to Section 2.7,  insert - [Interest on this  Security will be
computed and paid on the basis of a 360-day year of twelve 30-day months.]

          [If  the  Security  is  not  to  bear  interest   prior  to  maturity,
insert--The  principal of this Security  shall not bear  interest  except in the
case of a default in payment of principal upon acceleration,  upon redemption or
at maturity and in such case the overdue  principal of this Security  shall bear
interest  at the rate of __% per annum (to the extent  that the  payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such  principal  has been made or duly
provided for. Interest on any overdue principal shall be payable on demand.  Any
such interest on any overdue  principal that is not so paid on demand shall bear
interest  at the rate of __% per annum (to the extent  that the  payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date  payment of such  interest  has been made or duly
provided for, and such interest shall also be payable on demand.]

          Payment of the  principal  of and [if  applicable,  insert--any  such]
interest  on this  Security  will be made at the  office or agency of the Issuer
maintained  for that purpose in [insert the places of  payment],  in [insert the
currency or currencies of payment]; provided, however, that at the option of the
Issuer  payment of  interest  may be made by check  mailed to the address of the
Person entitled thereto as such address shall appear in the Security register.

          [If the Security is an extendible security,  insert--The Securities of
this series are  subject to  repayment  on [insert  provisions  with  respect to
repayment date or dates] at the option of the Holders thereof  exercisable on or
before the  _________________,  but not prior to the  _______________  preceding
such ____________, at a repayment price equal to the principal amount thereof to
be repaid,  together with  interest  payable  thereon to the repayment  date, as
described on the reverse side hereof.]

          Reference is hereby made to the further  provisions  of this  Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.


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


                                             NEWMONT MINING CORPORATION


                                             By
                                               ---------------------------------


Attest:


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


          SECTION 2.3 Form of Reverse of Security.

                           NEWMONT MINING CORPORATION

          This Security is one of a duly  authorized  issue of securities of the
Issuer (herein called the "Securities"),  issued and to be issued in one or more
series  under an  Indenture,  dated as of  _________,  ___  (herein  called  the
"Indenture"),  between the Issuer and Citibank,  N.A., as Trustee (herein called
the  "Trustee"),  to which  Indenture and all  indentures  supplemental  thereto
reference is hereby made for a statement of the respective  rights,  limitations
of rights,  obligations,  duties and  immunities  thereunder of the Issuer,  the
Trustee  and the  Holders  of the  Securities  and of the terms  upon  which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable,  insert--limited  in
aggregate principal amount to _________].  The separate series of Securities may
be issued in various aggregate principal amounts, may mature at different times,
may bear  interest,  if any, at  different  rates,  may be subject to  different
redemption  provisions (if any), may be subject to different sinking or purchase
funds  (if any),  may have  different  conversion  provisions  (if any),  may be
subject to different repayment  provisions (if any), may be subject to different
covenants  and  Events of Default  and may  otherwise  vary as in the  Indenture
provided.  The Indenture further provides that the Securities of a single series
may be  issued  at  various  times,  with  different  maturity  dates,  may bear
interest,  if any, at different  rates,  may be subject to different  redemption
provisions (if any),  may be subject to different  sinking or purchase funds (if
any) and may be subject to different repayment provisions (if any).

          [If  applicable,  insert -- The  Securities  of this series may not be
redeemed prior to maturity.]

          [If applicable,  insert--The  Securities of this series are subject to
redemption  upon not less  than 30 nor more than 60 days'  notice by mail,  [[if
applicable,  insert --(1) on ______ in any year  commencing with the year ______
and ending with the year ____  through  operation  of the sinking  fund for this
series (as more fully  described in the next  succeeding  paragraph) at [[insert
either--a  redemption  price  equal  to  100%  of the  principal  amount  of the
Securities  to be  redeemed  or the  redemption  prices for  redemption  through
operation of the sinking fund (expressed as percentages of the principal amount)
set  forth  in the  table  below,]],  and  (2)]] at any  time  [[if  applicable,
insert--on  or after  ________]],  as a whole or in part, at the election of the
Issuer, at the [[insert either--following redemption prices or redemption prices
for redemption otherwise than through operation of the sinking fund]] (expressed
as percentages of the principal amount): if redeemed [[if applicable, insert--on
or before ________,  __%, and if redeemed]] during the 12-month period beginning
________ of the years indicated,



<PAGE>




                    Redemption Price                   [[If applicable, insert -
                                                          ---------------------
                      For Redemption                      Price For Redemption
                  [[if applicable, insert -                   Otherwise Than
                    ---------------------

                     Through Operation                      Through Operation
Year               of the Sinking Fund]]                  of the Sinking Fund]]
----                ---------------------                  --------------------



and  thereafter  at a  redemption  price  equal to __% of the  principal  amount
thereof,  together in the case of any such redemption (whether through operation
of the sinking fund or  otherwise)  with accrued  interest to the date fixed for
redemption,  but interest  installments  maturing on or prior to such redemption
date will be payable to the Holders of such Securities of record at the close of
business on the  relevant  Record Dates  referred to on the face hereof,  all as
provided in the Indenture.]

          [If applicable,  insert--The sinking fund for this series provides for
the  redemption on ________ in each year beginning with the year ____ and ending
with the year ____ of [[not less than]]  $________  [[("mandatory  sinking  fund
payments")  and  not  more  than  $________]]   aggregate  principal  amount  of
Securities of this series.] [If  applicable,  insert--Securities  of this series
acquired or redeemed by the Issuer otherwise than through  [[mandatory]] sinking
fund payments [if applicable  insert--and  Securities of this series surrendered
to the Issuer for conversion] may be credited against  subsequent  [[mandatory]]
sinking fund payments otherwise required to be made.]

          [If applicable,  insert--Notwithstanding the foregoing, the Issuer may
not, prior to ________,  redeem any Securities of this series as contemplated by
[[Clause (2) of]] the preceding  paragraph as a part of, or in anticipation  of,
any refunding  operation by the application,  directly or indirectly,  of monies
borrowed  having an interest cost to the Issuer  (calculated in accordance  with
generally accepted financial practice) of less than __% per annum.]

          [If applicable,  insert--Partial  redemptions must be in an amount not
less than $______________ principal amount of Securities.]

          [If applicable, insert--In the event of redemption of this Security in
part only,  a new  Security  or  Securities  of this  series for the  unredeemed
portion  hereof having the same interest rate and maturity as this Security will
be issued in the name of the Holder hereof upon the cancellation hereof.]

          [If the Security is convertible at the option of the Holder,  insert--
Subject to the provisions of the  Indenture,  the Holder hereof has the right at
his option at any time until the close of  business  of the third  Business  Day
preceding the maturity date hereof  (except that, in case this Security shall be
called for redemption before maturity,  such right shall terminate in respect of
this  Security at the close of business on the third  Business Day preceding the
date fixed for  redemption of this  Security  unless the Issuer shall default in
payment  due upon such  redemption)  to convert  this  Security  (or any portion
hereof which is [[insert minimum denomination]] or an integral multiple thereof)
into  fully  paid and  nonassessable  shares of  Common  Stock,  at the  initial
Conversion  Price of  [[U.S.$]]_________  per share of Common Stock,  subject to
such  adjustment,  if any, of the  Conversion  Price and the securities or other
property  issuable upon  conversion as may be required by the  provisions of the
Indenture,  but only upon  surrender  of this  Security to the Trustee or to the
conversion agent for surrender to the Issuer in accordance with the instructions
on file with the conversion  agent,  accompanied by a written notice of election
to  convert,  which  shall be  substantially  in the Form of Election to Convert
contained in the Indenture,  and (if required by the Issuer) by an instrument or
instruments of transfer,  in form  satisfactory to the Issuer,  duly executed by
the  Holder or by his  attorney  duly  authorized  in  writing.  No  payment  or
adjustment is to be made on  conversion  of this  Security for interest  accrued
hereon or for dividends on Common Stock issued on conversion; provided, however,
that if this Security is surrendered for conversion  after the Record Date for a
payment  of  interest  and  on  or  before  the  Interest  Payment  Date,  then,
notwithstanding  such  conversion,  the  interest  falling due on such  Interest
Payment  Date  will be  paid to the  person  in  whose  name  this  Security  is
registered  at the  close of  business  on such  Record  Date  and any  Security
surrendered  for conversion  during the period from the close of business on any
Record Date to the opening of business  on the  corresponding  Interest  Payment
Date must be accompanied  by payment of an amount equal to the interest  payable
on such Interest  Payment Date. No fractional  Shares shall be issuable upon any
conversion,  but in lieu thereof the Issuer shall make an adjustment therefor in
cash as provided in the Indenture.]

          [If  the  Security  is  not  an  Original  Issue  Discount   Security,
insert--If  an Event of Default with respect to  Securities of this series shall
occur and be continuing, then the Trustee or the Holders of not less than 25% in
aggregate  principal  amount  (calculated  as provided in the  Indenture) of the
Securities  of this series then  Outstanding  may declare the  principal  of the
Securities of this series and accrued  interest  thereon,  if any, to be due and
payable in the manner and with the effect  provided in the  Indenture.]  [If the
Security is an Original Issue Discount Security,  insert--If an Event of Default
with respect to  Securities of this series shall occur and be  continuing,  then
the Trustee or the Holders of not less than 25% in  aggregate  principal  amount
(calculated  as provided in the Indenture) of the Securities of this series then
Outstanding  may declare an amount of principal of the Securities of this series
due and  payable in the manner and with the effect  provided  in the  Indenture.
Such amount shall be equal to [[insert formula for determining the amount]].]

          [If the Security is an extendible security, insert --The Securities of
this series are subject to repayment in whole, or in part, on [insert month, day
and  years],  in  increments  of  _______ or  multiples  of _______ in excess of
______,  provided  that the portion of the  principal  amount of any Security of
this  series  not being  repaid  shall be at least  _____,  at the option of the
Holder thereof at a repayment price equal to the principal  amount thereof to be
repaid,  together with interest  payable thereon to the repayment date. For this
Security to be repaid at the option of the Holder,  the Trustee  must receive at
the Corporate  Trust Office or the New York  Location,  on or before the [insert
month and day] or, if such [insert  month and day] is not a day other than a day
on which banking institutions in the Borough of Manhattan, the City and State of
New York are  authorized  or required by law or regulation to close (a "Business
Day"), the next succeeding  Business Day, but not earlier than the [insert month
and day] prior to the [insert month and day] on which the  repayment  price will
be paid (i) this Security,  with the form entitled  "Option to Elect  Repayment"
below duly completed,  or (ii) a facsimile  transmission or letter from a member
of a national  securities  exchange or the National  Association  of  Securities
Dealers,  Inc. or a  commercial  bank or trust  company in the United  States of
America  setting  forth the name of the Holder of this  Security,  the principal
amount of the Security,  the amount of such  Security to be repaid,  a statement
that the option to elect  repayment is being made  thereby and a guarantee  that
the Security to be repaid with the form entitled  "Option to Elect Repayment" on
the reverse  thereof duly completed will be received by the Issuer no later than
five Business Days after the date of such facsimile  transmission or letter, and
such  Security and form duly  completed are received by the Issuer by such fifth
Business Day. Either form of notice duly received on or before the [insert month
and day]  preceding  any such [insert month and day] shall be  irrevocable.  All
questions  as to the  validity,  eligibility  (including  time of  receipt)  and
acceptance of any  Securities of this series for repayment will be determined by
the Issuer, whose determination shall be final and binding.]

          The Indenture  permits,  with certain  exceptions as therein provided,
the amendment or  supplementing  thereof and the  modification of the rights and
obligations  of the Issuer and the rights of the  Holders of the  Securities  of
each series to be affected under the Indenture at any time by the Issuer and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount  (calculated as provided in the Indenture) of the Securities at
the time  Outstanding  of all series to be affected (all such series voting as a
single class). The Indenture also contains provisions  permitting the Holders of
not less than a majority in aggregate  principal amount  (calculated as provided
in the Indenture) of the Securities of each series at the time  Outstanding,  on
behalf of the Holders of all  Securities  of such series,  to waive certain past
defaults or Events of Default under the Indenture  and the  consequences  of any
such defaults or Events of Default.  Any such consent or waiver by the Holder of
this Security  (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any  Security  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu  hereof, whether or not notation of such consent or waiver is
made upon this Security.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and  unconditional,  to pay the principal of and  interest,  if any, on
this Security at the times, place and rate, if any, and in the coin or currency,
herein prescribed.

          As  provided  in the  Indenture  and  subject to  certain  limitations
therein set forth,  the transfer of this Security is registrable in the Security
register,  upon due presentment of this Security for registration of transfer at
the  office or agency of the  Issuer  in any place  where the  principal  of and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written  instrument of transfer in form  satisfactory to the Issuer and the
Security  registrar  duly  executed by the Holder  hereof or his  attorney  duly
authorized in writing,  and thereupon one or more new Securities of this series,
having the same  interest  rate and maturity and bearing  interest from the same
date  as this  Security,  of any  authorized  denominations  and  for  the  same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

          The  Securities of this series are issuable  only in  registered  form
without coupons in denominations of ________ and any integral  multiple thereof.
As provided in the  Indenture  and  subject to certain  limitations  therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of  Securities  of this  series of a  different  authorized  denomination
having the same  interest  rate and maturity and bearing  interest from the same
date as such Securities, as requested by the Holder surrendering the same.

          No service charge shall be made for any such  registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

          Prior  to  due  presentment  of  this  Security  for  registration  of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this  Security is  registered as the owner hereof
for all purposes,  whether or not this  Security be overdue and  notwithstanding
any notation of ownership or other writing thereon,  and none of the Issuer, the
Trustee or any such  agent  shall be  affected  by notice to the  contrary.  All
payments  made to or upon the order of such  registered  Holder,  shall,  to the
extent of the sum or sums paid,  effectually satisfy and discharge liability for
monies payable on this Security.

          No recourse for the payment of the  principal of or interest,  if any,
on this Security,  or for any claim based hereon or otherwise in respect hereof,
and no  recourse  under or upon any  obligation,  covenant or  agreement  of the
Issuer  in  the  Indenture  or  any  indenture  supplemental  thereto  or in any
Security,  or because of the creation of any indebtedness  represented  thereby,
shall be had against any  incorporator,  stockholder,  official or director,  as
such, past, present or future, of the Issuer or of any successor entity,  either
directly or through the Issuer or any successor entity, whether by virtue of any
constitution,  statute or rule of law or by the enforcement of any assessment or
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.

          All terms used in this Security and not otherwise defined herein which
are defined in the  Indenture  shall have the  meanings  assigned to them in the
Indenture.

          This Security  shall be governed by and  construed in accordance  with
the  laws  of the  State  of New  York,  without  regard  to  conflicts  of laws
principles thereof.

          SECTION 2.4 [Intentionally omitted.]

          SECTION  2.5 Form of  Trustee's  Certificate  of  Authentication.  The
Trustee's   certificate  of   authentication  on  all  Securities  shall  be  in
substantially the following form:

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

Dated:                                    CITIBANK, N.A.,
                                            as Trustee

                                          By
                                            ------------------------------------
                                            Authorized Signatory

          SECTION  2.6  Amount  Unlimited;  Issuable  in Series.  The  aggregate
principal amount of Securities  which may be  authenticated  and delivered under
this Indenture is unlimited.

          The Securities may be issued in one or more series,  each of which may
consist of one or more Tranches.  There shall be established in or pursuant to a
Resolution,  a copy  of  which,  certified  by  the  secretary  or an  assistant
secretary of the Issuer,  shall be delivered to the Trustee,  or  established in
one or more indentures  supplemental hereto, prior to the issuance of Securities
of a particular series,

                    (1) the title of the  Securities  of the  series,  including
          applicable  CUSIP numbers (which shall  distinguish  the Securities of
          the series from all other Securities);

                    (2) any limit  upon the  aggregate  principal  amount of the
          Securities of the series that may be authenticated and delivered under
          this Indenture (except for Securities authenticated and delivered upon
          registration  of transfer of, or in exchange for, or in lieu of, other
          Securities  of the series  pursuant  to Section  2.12,  2.13,  2.15 or
          10.3);

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

                    (4) the rate or rates at which the  Securities of the series
          shall bear interest, if any, or the method by which such rate or rates
          (including  the Overdue Rate) shall be  determined,  the date or dates
          from which such interest shall accrue or the method by which such date
          or dates may be determined,  the interest  payment dates on which such
          interest  shall be payable and the record dates for the  determination
          of Holders to whom interest is payable;

                    (5) the place or places where the principal and any interest
          on Securities of the series shall be payable;

                    (6) 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;

                    (7)  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,  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;

                    (8) 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 repaid, in whole or in part, at the option of the Holder
          thereof;

                    (9) if other than Dollars,  the coin or currency  (including
          composite currencies or currency units) in which the Securities of the
          series shall be  denominated  and, if different,  the coin or currency
          (including composite currencies or currency units) in which payment of
          the principal of and/or interest on the Securities of the series shall
          be  payable,  and  if  such  coin  or  currency  (including  composite
          currencies or currency  units) is replaced by the euro, the provisions
          to effect such replacement;

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

                    (11) if the  amount  of  payments  of  principal  of  and/or
          interest  on the  Securities  of the  series  may be  determined  with
          reference to an index based on a coin or currency (including composite
          currencies or currency  units) other than that in which the Securities
          are stated to be payable or with  reference  to any other  index,  the
          manner in which such amounts shall be determined;

                    (12) if other than  denominations  of U.S. $1,000 (or if the
          Securities  are  denominated  in a currency other than Dollars or in a
          composite  currency,  1,000 units of such other  currency or composite
          currency  or other  currency  units)  and any  multiple  thereof,  the
          denominations in which Securities of the series shall be issuable;

                    (13) if other than the principal amount thereof, the portion
          of the  principal  amount of  Securities  of the series which shall be
          payable upon  declaration  of  acceleration  of the  maturity  thereof
          pursuant to Section 4.1 or provable in bankruptcy  pursuant to Section
          4.2;

                    (14) if the  Securities  of the  series are  Original  Issue
          Discount  Securities,  the  price  at  which  and the  date  on  which
          Securities of the series are to be issued and the Yield to Maturity at
          the time of issuance of such series;

                    (15) if the  Securities of the series are  convertible  into
          Common Stock, the Conversion  Price therefor,  the period during which
          such  Securities are  convertible and any terms and conditions for the
          conversion of such Securities which differ from Article Eleven; and

                    (16)  any  other   terms  of  the   series   which  are  not
          inconsistent with this Indenture.

          In the  case  of  Securities  of a  series  issued  in  Tranches,  all
Securities of any one Tranche  shall be  substantially  identical,  except as to
denomination.  Except as provided in the preceding  sentence,  all Securities of
any one  series  shall be  substantially  identical  except as to  denomination,
interest  rate and  maturity  and  except as may  otherwise  be  provided  in or
pursuant to such Resolution or in any such indenture  supplemental  hereto.  The
applicable Resolution or the applicable  supplemental indenture may provide that
Securities  of any  particular  series  may be issued  at  various  times,  with
different  maturities  and  redemption  and  repayment  provisions  (if any) and
bearing  interest at  different  rates,  but shall for all  purposes  under this
Indenture,  including,  but not  limited to,  voting and Events of  Default,  be
treated as Securities of a single series.

          Except  as  otherwise  specified  pursuant  to  this  Section  2.6 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.

          SECTION 2.7 Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver  Securities of any series  executed by the Issuer to the Trustee for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery such Securities to or upon the written order of the Issuer,  signed
by both (a) its chairman,  its  president,  any executive  vice president or any
senior vice  president and (b) its  treasurer,  its controller or its secretary,
without any further action by the Issuer. In authenticating  such Securities and
accepting the  additional  responsibilities  under this Indenture in relation to
such  Securities  the  Trustee  shall be  provided  with,  and  (subject  to the
requirements  of the Trust  Indenture  Act of 1939) shall be fully  protected in
relying upon:

                    (1) a copy of any Resolution or Resolutions relating to such
          series,  certified by the  secretary or an assistant  secretary of the
          Issuer;

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

                    (3) an Officers' Certificate of the Issuer setting forth the
          form and terms of the Securities as required  pursuant to Sections 2.1
          and  2.6,   respectively,   and  prepared  in   accordance   with  the
          requirements of the Trust Indenture Act of 1939 and Section 13.5; and

                    (4) an Opinion of Counsel,  prepared in accordance  with the
          requirements  of the Trust  Indenture  Act of 1939 and  Section  13.5,
          which  shall  state that (i) if the form of such  Securities  has been
          established  by or pursuant to a Resolution of the Issuer as permitted
          by Section 2.1, that such form or forms, as the case may be, have been
          established in conformity with the provisions of this  Indenture,  and
          that the terms of such Securities have been established by or pursuant
          to a  Resolution  of  the  Issuer  as  permitted  by  Section  2.6  in
          conformity  with  the  provisions  of  this  Indenture  and  that  the
          authentication  and  delivery  of such  Securities  by the  Trustee is
          authorized  under the  provisions of this Indenture and (ii) that such
          Securities, when authenticated and delivered by the Trustee and issued
          by the Issuer in the manner and subject to any conditions specified in
          such  Opinion of Counsel  will  constitute  valid and legally  binding
          obligations of the Issuer, enforceable in accordance with their terms,
          except as the  enforceability  thereof  may be limited by  bankruptcy,
          insolvency,   reorganization  or  other  similar  laws  affecting  the
          enforcement of creditors'  rights generally and to general  principles
          of  equity  regardless  of  whether  the  issue of  enforceability  is
          considered in a proceeding in equity or at law.

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

          The  Trustee  shall  not  be  required  to   authenticate   Securities
denominated  in a coin or  currency  other  than  that of the  United  States of
America if the Trustee reasonably  determines that such Securities impose duties
or  obligations  on the  Trustee  which the  Trustee  is not able or  reasonably
willing to accept;  provided  that the Trustee,  upon the request of the Issuer,
will resign as Trustee with respect to Securities of any series as to which such
a  determination  is made,  prior to the issuance of such  Securities,  and will
comply  with the  request of the Issuer to execute  and  deliver a  supplemental
indenture appointing a successor Trustee pursuant to Section 7.1.

          If the  Issuer  shall  establish  pursuant  to  Section  2.6  that the
Securities  of a series or a Tranche are to be issued in the form of one or more
Global  Securities,  then the Issuer  shall  execute and the Trustee  shall,  in
accordance  with this  Section and the order of the Issuer with  respect to such
series,  authenticate  and deliver one or more Global  Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series or such Tranche,  as the case may
be,  issued and not yet  cancelled,  (ii) shall be registered in the name of the
Depositary  for such  Global  Security  or  Securities  or the  nominee  of such
Depositary,  (iii)  shall be  delivered  by the  Trustee to such  Depositary  or
pursuant to such  Depositary's  instructions and (iv) shall bear such legend, if
any, as shall be required by the Depositary.

          Each  Depositary of a Global Security  designated  pursuant to Section
2.6 must,  at the time of its  designation  and at all times  while it serves as
Depositary  hereunder,  be a clearing  agency  registered  under the  Securities
Exchange Act of 1934 and any other applicable statute or regulation.

          SECTION 2.8 Execution of Securities. The Securities shall be signed on
behalf of the Issuer by the chairman of its Board of Directors,  its  president,
the executive vice president, any senior vice president or its treasurer,  under
its  corporate  seal which shall be attested by the  secretary or any  assistant
secretary  of  the  Issuer.  Such  signatures  may be the  manual  or  facsimile
signatures  of the present or any future such  officers.  The seal of the Issuer
may be in the  form  of a  facsimile  thereof  and  may be  impressed,  affixed,
imprinted or otherwise  reproduced on the  Securities.  Typographical  and other
minor  errors  or  defects  in any  such  reproduction  of the  seal or any such
signature shall not affect the validity or  enforceability  of any Security that
has been duly authenticated and delivered by the Trustee.

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

          SECTION 2.9  Certificate  of  Authentication.  Unless a certificate of
authentication,  substantially in the form hereinbefore  recited, set forth on a
Security has been executed by the Trustee by the manual  signature of one of its
authorized signatories, such Securities shall not be entitled to the benefits of
this  Indenture  and such  Security  shall  not be valid or  obligatory  for any
purpose.  Such  certificate  by the Trustee  upon any  Security  executed by the
Issuer shall be conclusive  evidence that the Security so authenticated has been
duly  authenticated  and delivered  hereunder and that the Holder is entitled to
the benefits of this Indenture.

          SECTION 2.10 [Intentionally omitted.]

          SECTION  2.11  Denomination  and  Date  of  Securities;   Payments  of
Interest.  The  Securities  of each  series  shall  be  issuable  as  registered
securities  without  coupons  and in  denominations  as  shall be  specified  as
contemplated  by Section  2.6.  In the  absence of any such  specification  with
respect to the Securities of any series,  the Securities of such series shall be
issuable in  denominations of U.S.$1,000 (or, if such Securities are denominated
in a currency other than U.S. dollars or in a composite currency, 1,000 units of
such other  currency  or  composite  currency)  and any  multiple  thereof.  The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such  manner or in  accordance  with such plan as the  officers of the Issuer
executing the same may  determine  with the approval of the Trustee as evidenced
by the execution and authentication thereof.

          Each  Security  shall be dated the date of its  authentication,  shall
bear interest, if any, from the date, and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.6.

          Except as  otherwise  specified  for a particular  series  pursuant to
Section 2.6,  the Person in whose name any Security of any series is  registered
at the close of business on any record date (as hereinafter  defined) applicable
to a particular series with respect to any interest payment date for such series
shall be entitled  to receive the  interest,  if any,  payable on such  interest
payment  date  notwithstanding  the  cancellation  of  such  Security  upon  any
registration  of any  transfer or exchange of such  Security  subsequent  to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall  default in the payment of the  interest  due on such  interest
payment date for such series,  in which case such  defaulted  interest  shall be
paid to the Persons in whose  names  Outstanding  Securities  of such series are
registered at the close of business on a subsequent  record date (which shall be
not less than five days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of Securities not less than 15 days preceding such  subsequent  record date. The
term "record  date" as used with respect to any interest  payment date (except a
date for payment of defaulted interest) shall mean the date specified as such in
the terms of the Securities of any particular  series, or, if no such date is so
specified,  if such interest  payment date is the first day of a calendar month,
the  fifteenth  day of the next  preceding  calendar  month or, if such interest
payment date is the  fifteenth  day of a calendar  month,  the first day of such
calendar month, whether or not such record date is a Business Day.

          SECTION  2.12  Registration,  Transfer and  Exchange.  The Issuer will
keep, either at the office or agency designated and maintained by the Issuer for
such purpose in the Borough of  Manhattan,  The City of New York,  in accordance
with the  provisions of Section 3.2, or at any of such other offices or agencies
as may be designated and maintained in accordance with the provisions of Section
3.2, a register or registers in which, subject to such reasonable regulations as
it may  prescribe,  it  will  register,  and  will  register  the  transfer  of,
Securities of a series as in this Article  provided.  Such register  shall be in
written  form in the  English  language  or in any other  form  capable of being
converted into such form within a reasonable  time. At all reasonable times such
register  or  registers  shall be open for  inspection  by the  Trustee  and any
Security registrar (as defined below) other than the Trustee.

          Upon due  presentation for registration of transfer of any Security of
any  series at any such  office or agency to be  maintained  for the  purpose as
provided  in Section  3.2,  the  Issuer  shall  execute  and the  Trustee  shall
authenticate  and make  available for delivery in the name of the  transferee or
transferees  a new  Security  or  Securities  of the same  series in  authorized
denominations for a like aggregate principal amount and having the same interest
rate, maturity and repayment and redemption provisions.

          Any  Security  or  Securities  of any  series  (other  than  a  Global
Security,  except  as set  forth  below)  may be  exchanged  for a  Security  or
Securities  of the same series in other  authorized  denominations,  in an equal
aggregate  principal  amount  and  having  the  same  interest  rate,  maturity,
redemption  and repayment  provisions.  Securities of any series to be exchanged
shall be  surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section  3.2,  and the Issuer  shall  execute and the
Trustee shall  authenticate and make available for delivery in exchange therefor
the Security or Securities of the same series and having the same interest rate,
maturity and repayment and redemption provisions which the Securityholder making
the  exchange   shall  be  entitled  to  receive,   bearing   numbers  or  other
distinguishing symbols not contemporaneously outstanding. Each Person designated
by the Issuer  pursuant to the provisions of Section 3.2 as a Person  authorized
to register and register  transfer of the Security is sometimes  herein referred
to as a "Security registrar".

          The Issuer  will at all times  designate  one  Person  (who may be the
Issuer  and who need not be a  Security  registrar)  to act as  repository  of a
master  list of names  and  addresses  of the  Holders  of the  Securities  (the
"Register").  The  Trustee  shall act as such  repository  unless and until some
other  Person is, by written  notice  from the  Issuer to the  Trustee  and each
Security  registrar,  designated by the Issuer to act as such.  The Issuer shall
cause each Security registrar to furnish to such repository, on a current basis,
such information as to all  registrations of transfer and exchanges  effected by
such  registrar,  as may be necessary to enable such  repository to maintain the
Register on as current a basis as is practicable.

          No  Person  shall at any time be  designated  as or act as a  Security
registrar  unless such Person is at such time empowered under  applicable law to
act as such and duly  registered to act as such under and to the extent required
by applicable law and regulations.

          All  Securities  presented  for  registration  of transfer,  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  or exchange in form  satisfactory  to the Issuer and the Trustee  duly
executed by, the Securityholder or his attorney duly authorized in writing.

          The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities, other than exchanges pursuant to Section
2.15, 7.5 or 10.3 not involving any registration of transfer.  No service charge
shall be made for any such transaction.

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

          Notwithstanding  any other provision of this Section 2.12,  unless and
until  it is  exchanged  in  whole  or in  part  for  Securities  in  definitive
registered  form,  a  Global  Security  representing  all  or a  portion  of the
Securities  of a  series  may  not  be  transferred  except  as a  whole  by the
Depositary  for such series to a nominee of such  Depositary  or by a nominee of
such  Depository to such  Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

          If  at  any  time  the  Depositary  for  any  Securities  of a  series
represented  by one or more  Global  Securities  notifies  the Issuer that it is
unwilling or unable to continue as Depositary  for such  Securities or if at any
time the  Depositary  for such  Securities  shall no  longer be  eligible  under
Section  2.7, the Issuer shall  appoint a successor  Depositary  with respect to
such Securities.  If a successor Depositary for such Securities is not appointed
by the Issuer  within 90 days after the Issuer  receives  such notice or becomes
aware of such ineligibility,  the Issuer's election pursuant to Section 2.6 that
such Securities be represented by one or more Global  Securities shall no longer
be effective  and the Issuer will execute,  and the Trustee,  upon receipt of an
Officers'   Certificate  for  the  authentication  and  delivery  of  definitive
Securities of such series,  will  authenticate  and make  available for delivery
definitive Securities of the same series, in any authorized denominations, in an
aggregate  principal amount equal to the principal amount of the Global Security
or Securities representing such Securities, in exchange for such Global Security
or Securities.

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

          If  specified  by the Issuer  pursuant to Section 2.6 with  respect to
Securities  represented  by a Global  Security,  the  Depositary for such Global
Security may surrender such Global  Security in exchange in whole or in part for
definitive  Securities of the same series on such terms as are acceptable to the
Issuer and such Depositary.  Thereupon, the Issuer shall execute and the Trustee
shall authenticate and make available for delivery, without service charge:

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

                    (ii)  to  such   Depositary  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 Securities  authenticated  and delivered  pursuant to clause
          (i) above.

          Upon the exchange of a Global Security for definitive  Securities,  in
authorized denominations, such Global Security shall be cancelled by the Trustee
or an agent of the  Issuer  or the  Trustee.  Definitive  Securities  issued  in
exchange for a Global Security pursuant to this Section 2.12 shall be registered
in such names and in such  authorized  denominations  as the Depositary for such
Global  Security,   pursuant  to  instructions   from  its  direct  or  indirect
participants or otherwise,  shall instruct the Trustee or an agent of the Issuer
or the Trustee.  The Trustee or such agent shall make such Securities  available
for delivery to or as directed by the Persons in whose names such Securities are
so registered.

          SECTION  2.13   Mutilated,   Defaced,   Destroyed,   Lost  and  Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be  destroyed,  lost or stolen  and,  in the absence of notice to the
Issuer or the  Trustee  that any  destroyed,  lost or stolen  Security  has been
acquired by a bona fide purchaser,  the Issuer may in its discretion execute and
the Trustee shall  authenticate and make available for delivery,  a new Security
of the same series and of like tenor,  bearing a number or other  distinguishing
symbol not contemporaneously  Outstanding,  in exchange and substitution for the
mutilated or defaced  Security,  or in lieu of and substitution for the Security
so  destroyed,  lost or stolen.  In every case the  applicant  for a  substitute
Security  shall  furnish  to the Issuer  and the  Trustee  (and any agent of the
Issuer or the Trustee, if requested by the Issuer) such security or indemnity as
may be  required  by them  to  indemnify  and  defend  and to save  each of them
harmless  and, in every case of  destruction,  loss or theft,  evidence to their
satisfaction  of the  destruction,  loss or  theft of such  Security  and of the
ownership thereof.

          Upon the issuance of any substitute  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  (including the
fees and expenses of the Trustee) connected therewith.

          In case any  Security  that has  matured  or is about to mature or has
been  called for  redemption  in full shall  become  mutilated  or defaced or be
destroyed, lost or stolen, the Issuer in its discretion may instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the applicant
for such payment  shall  furnish to the Issuer and the Trustee (and any agent of
the  Issuer or the  Trustee,  if  requested  by the  Issuer)  such  security  or
indemnity as any of them may require to indemnify and defend and to save each of
them harmless,  and, in every case of  destruction,  loss or theft,  evidence to
their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

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

          SECTION 2.14  Cancellation  of Securities  Paid,  etc. All  Securities
surrendered  for the purpose of payment,  redemption,  registration of transfer,
conversion  or  exchange,  or for  credit  against  any  payment in respect of a
sinking or analogous fund, if surrendered to the Issuer, any Security registrar,
any paying agent, any conversion  agent, or any other agent of the Issuer or any
agent of the Trustee, shall be delivered to the Trustee and promptly canceled by
it or, if surrendered to the Trustee,  shall be promptly  canceled by it; and no
Securities shall be issued in lieu thereof except as expressly  permitted by any
of the provisions of this Indenture.  The Trustee shall dispose of such canceled
Securities  in its  customary  manner.  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 for cancellation.

          SECTION  2.15  Temporary   Securities.   Pending  the  preparation  of
definitive  Securities  for any  series,  the Issuer may execute and the Trustee
shall authenticate and make available for delivery temporary Securities for such
series (printed, lithographed,  typewritten or otherwise reproduced).  Temporary
Securities  of any series  shall be issuable as  registered  Securities  without
coupons,  in any authorized  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 authenticated by the Trustee upon
the same conditions and in substantially the same manner,  and with like effect,
as the  definitive  Securities  in  lieu  of  which  they  are  issued.  Without
unreasonable delay the Issuer shall execute definitive Securities of such series
and the Issuer shall furnish such definitive  securities and thereupon temporary
Securities of such series may be surrendered in exchange therefor without charge
at each  office  or agency  to be  maintained  by the  Issuer  for that  purpose
pursuant to Section 3.2, and the Trustee shall  authenticate  and make available
for delivery in exchange  for such  temporary  Securities  of such series a like
aggregate  principal  amount  of  definitive  Securities  of the same  series of
authorized  denominations having the same interest rate, maturity and redemption
and  repayment  provisions,  and  bearing  interest  from the same  date as such
temporary Securities. Until so exchanged, the temporary Securities of any series
shall be  entitled  to the same  benefits  under this  Indenture  as  definitive
Securities of the same series authenticated and delivered hereunder.

          SECTION 2.16 CUSIP  Numbers.  The Issuer in issuing the Securities may
use "CUSIP"  numbers (if then  generally in use),  and, if so, the Trustee shall
use   "CUSIP"   numbers  in  notices  of   redemption   as  a   convenience   to
Securityholders;  provided that any such notice may state that no representation
is  made  as to the  correctness  of  such  numbers  either  as  printed  on the
Securities  or as contained in any notice of a redemption  and that reliance may
be placed only on the other  identification  numbers  printed on the Securities,
and any such  redemption  shall not be  affected by any defect in or omission of
such numbers.  The Issuer will promptly  notify the Trustee of any change in the
"CUSIP" numbers.

          SECTION 2.17 Form of Election to Convert.  The notice of conversion to
be  delivered  by a  Holder  to the  conversion  agent  in  connection  with the
conversion  of  Securities  of any series  that are  convertible  into shares of
Common Stock shall be in substantially the following form, with such appropriate
insertions,  omissions,   substitutions  and  other  variations  as  are  deemed
necessary or appropriate by the Issuer or the Trustee:

                              Notice of Conversion

          The  undersigned  Holder  of the  Securities  specified  below  hereby
irrevocably  exercises the option to convert such  Securities,  or the aggregate
principal  amount thereof  specified  below,  into shares of Common Stock of the
Issuer,  in accordance  with the terms of the Securities and the Indenture dated
as of May 1, 2001,  (the  "Indenture")  between  Newmont Mining  Corporation and
Citibank,  N.A.  as  Trustee,  and  directs  that if such  Holder is electing to
receive Common Stock,  the Common Stock issuable and deliverable upon conversion
be delivered to such Holder unless  otherwise  indicated  below and any check in
payment  for  fractional  shares be issued in the name of and  delivered  to the
undersigned  unless a different name has been indicated  below.  All capitalized
terms used herein and not defined  herein shall have the  meanings  specified in
the Indenture.

Dated:



                                          --------------------------------------
                                          Signature (for Conversion only)

Title of Securities:

Certificate Number(s)
(if applicable):

Aggregate Principal Amount
Represented: 1

-----------------------
1    Unless  otherwise  specified,  a Holder will be deemed to be converting the
     entire principal amount of the Securities delivered.

Principal Amount to be
Converted:2

-----------------------
2    Certificate  registered  in the name of the  Holder  will be  issued in the
     principal  amount  of  the  Securities  not  converted,   unless  otherwise
     provided.

If check for fractional Shares to be issued otherwise than to Holder:

--------------------------
Print name and address

Please print name and address
of Holder

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

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

 Signature Guarantee:                                 --------------------------

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



                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER

          SECTION 3.1 Payment of Principal  and Interest.  The Issuer  covenants
and agrees for the  benefit of each series of  Securities  that it will duly and
punctually  pay or cause to be paid the  principal of and  interest,  if any, on
each of the Securities of such series at the place or places,  at the respective
times and in the manner provided in such  Securities and in a manner  consistent
with the  applicable  requirements  of The Depository  Trust Company.  Except as
otherwise  provided  pursuant to Section 2.6 for Securities of any series,  each
installment  of interest on the  Securities of any series may be paid by mailing
checks  for  such  interest  payable  to the  Person  entitled  thereto  as such
addresses shall appear in the Register.

          SECTION  3.2  Offices  for  Payments,  etc.  So  long  as  any  of the
Securities  remain  outstanding,  the Issuer will  designate and maintain in the
Borough of Manhattan,  The City of New York,  for each series:  (a) an office or
agency where the Securities  may be presented for payment or conversion,  (b) an
office or agency where the  Securities  may be  presented  for  registration  of
transfer  and for  exchange as in this  Indenture  provided and (c) an office or
agency  where  notices  and  demands  to or upon the  Issuer in  respect  of the
Securities  or of this  Indenture  may be served.  In addition to such office or
offices or agency or agencies,  the Issuer may from time to time  designate  and
maintain  one or more  additional  offices or  agencies  within or  outside  the
Borough of Manhattan,  The City of New York, where the Securities of that series
may be presented  for payment or for  registration  of transfer or for exchange,
and the Issuer may from time to time  rescind such  designation,  as it may deem
desirable or expedient.  The Issuer will give to the Trustee  written  notice of
the location of any such office or agency and of any change of location thereof.
The Issuer  hereby  designates  the New York  Location and the  Corporate  Trust
Office as the initial offices to be maintained by it for such purposes.  In case
the Issuer  shall fail to  maintain  any such  office or agency or shall fail to
give such  notice of the  location  or of any  change in the  location  thereof,
presentations and demands may be made and notices may be served at the Corporate
Trust  Office and the Issuer  appoints  the  Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

          SECTION 3.3 Paying Agents.  Whenever the Issuer shall appoint a paying
agent or agents  other than the Trustee with  respect to the  Securities  of any
series,  it will cause each such  paying  agent to  execute  and  deliver to the
Trustee an  instrument  in which each such  paying  agent  shall  agree with the
Trustee, subject to the provisions of this Section,

                    (a) that it will hold all sums  received by it as such agent
          for the  payment  of the  principal  of or  interest,  if any,  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 Persons  entitled  thereto  until such
          sums shall be paid to such Persons or otherwise  disposed of as herein
          provided,

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

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

          Whenever the Issuer shall have one or more paying  agents with respect
to Securities of any series, it will, prior to each due date of the principal of
or interest, if any, on the Securities of such series, deposit with a designated
paying agent a sum  sufficient  to pay such  principal  or interest,  if any, so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled to such principal or interest, if any, and (unless such paying agent is
the Trustee) the Issuer will promptly  notify the Trustee of any failure to take
such action.

          If the Issuer  shall act as its own paying  agent with  respect to the
Securities  of any series,  it will, on or before each due date of the principal
of or interest,  if any, on the Securities of such series, set aside,  segregate
and hold in trust for the benefit of the Persons  entitled to such principal and
interest, if any, a sum sufficient to pay such principal or interest, if any, so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein  provided.  The Issuer  will  promptly  notify  the  Trustee of any
failure to take such action.

          Anything in this Section 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, such sums to be held by the Trustee upon the trusts herein contained.

          Anything  in  this  Section  to  the  contrary  notwithstanding,   the
agreement  to hold sums in trust as provided  in this  Section is subject to the
provisions of Sections 9.3 and 9.4.

          SECTION 3.4 Limitation on Liens. The Issuer will not itself,  and will
not permit any Restricted  Subsidiary to, incur,  issue, assume or guarantee any
indebtedness  for money borrowed or any other  indebtedness  evidenced by notes,
bonds,  debentures or other similar evidences of indebtedness for money borrowed
(hereinafter in this Section and in Section 3.5 called "Debt") secured by pledge
of, or mortgage, deed of trust or other lien on, any Principal Property owned by
the  Issuer  or any  Restricted  Subsidiary,  or any  shares  of  stock or other
ownership interests or Debt of any Restricted  Subsidiary held by the Company or
any Restricted  Subsidiary  (such pledges,  mortgages,  deeds of trust and other
liens being  hereinafter in this Section and in Section 3.5 called "Mortgage" or
"Mortgages"),  without  effectively  providing that the Securities of all series
(together  with, if the Issuer shall so determine,  any other Debt of the Issuer
or such Restricted  Subsidiary then existing or thereafter  created which is not
subordinate  to the  Securities)  shall be secured  equally and ratably with (or
prior to) such secured  Debt,  so long as such secured Debt shall be so secured,
unless,  after giving effect thereto, the aggregate principal amount of all such
secured Debt which would otherwise be prohibited,  plus all Attributable Debt of
the  Issuer and its  Restricted  Subsidiaries  in respect of sale and  leaseback
transactions  (as defined in Section 3.5) which would otherwise be prohibited by
Section 3.5 would not exceed the sum of 10% of Consolidated Net Tangible Assets;
provided, that this Section shall not apply to, and there shall be excluded from
secured Debt in any computation under this Section, Debt secured by:

                    (a)  Mortgages  on property of, or on any shares of stock or
          other  ownership  interests or Debt of, any  corporation  or any other
          entity  existing  at the time such  corporation  or  entity  becomes a
          Restricted Subsidiary;

                    (b)  Mortgages  to  secure  indebtedness  of any  Restricted
          Subsidiary to the Issuer or to another Restricted Subsidiary;

                    (c) Mortgages for taxes, assessments or governmental charges
          or  levies in each  case (i) not then due and  delinquent  or (ii) the
          validity  of which is being  contested  in good  faith by  appropriate
          proceedings,  and  materialmen's,  mechanics',  carriers',  workmen's,
          repairmen's, landlords' or other like Mortgages, or deposits to obtain
          the release of such Mortgages;

                    (d)  Mortgages  arising  under  an order  of  attachment  or
          distraint  or  similar  legal  process  so  long as the  execution  or
          enforcement  thereof is  effectively  stayed  and the  claims  secured
          thereby are being contested in good faith;

                    (e) Mortgages to secure public or statutory  obligations  or
          to secure payment of workmen's  compensation or to secure  performance
          in connection with tenders, leases of real property, bids or contracts
          or to secure (or in lieu of) surety or appeal bonds and Mortgages made
          in the ordinary course of business for similar purposes;

                    (f)  Mortgages  in favor of the United  States of America or
          any State thereof,  or any department,  agency or  instrumentality  or
          political  subdivision  of the  United  States of America or any State
          thereof,   or  in  favor  of  any  other  country,  or  any  political
          subdivision  thereof,  to secure partial,  progress,  advance or other
          payments  pursuant to any contract or statute  (including  Debt of the
          Pollution  Control or  Industrial  Revenue Bond type) or to secure any
          indebtedness  incurred for the purpose of financing all or any part of
          the purchase price or the cost of construction of the property subject
          to such Mortgages;

                    (g) Mortgages on property  (including any lease which should
          be  capitalized  on the  lessee's  balance  sheet in  accordance  with
          generally accepted  accounting  principles),  shares of stock or other
          ownership  interests  or Debt  existing  at the  time  of  acquisition
          thereof  (including  acquisition  through merger or  consolidation  or
          through purchase or transfer of the properties of a corporation or any
          other  entity as an entirety or  substantially  as an  entirety) or to
          secure  the  payment  of all or any  part  of the  purchase  price  or
          construction  cost or  improvement  cost thereof or to secure any Debt
          incurred  prior  to, at the time of, or  within  one year  after,  the
          acquisition of such property or shares or other ownership interests or
          Debt  or  the  completion  of any  such  construction  (including  any
          improvements  on  an  existing   property)  or  the   commencement  of
          commercial  operation of such  property,  whichever is later,  for the
          purpose  of  financing  all  or any  part  of the  purchase  price  or
          construction cost thereof;

                    (h) Mortgages existing at the date of this Indenture; and

                    (i) Any  extension,  renewal or  replacement  (or successive
          extensions,  renewals or replacements),  as a whole or in part, of any
          Mortgage referred to in the foregoing  clauses (a) to (h),  inclusive;
          provided,  that (i) such  extension,  renewal or replacement  Mortgage
          shall be  limited  to all or a part of the same  property,  shares  of
          stock or Debt that secured the Mortgage extended,  renewed or replaced
          (plus improvements on such property) and (ii) the Debt secured by such
          Mortgage at such time is not increased;

provided further,  that these restrictions shall not apply to (i) any gold-based
loan or forward sale  arrangement,  and (ii)  Mortgage  upon  property  owned or
leased by the Issuer or any Restricted  Subsidiary or in which the Issuer or any
Restricted  Subsidiary  owns an interest to secure the  Issuer's or a Restricted
Subsidiary's  proportionate  share of any  payments  required  to be made to any
Person incurring the expense of developing,  exploring, or conducting operations
for the recovery,  processing or sale of the mineral  resources of such owned or
leased property and any such loan, arrangement or payment referred to in clauses
(i) and (ii) of this proviso shall not be deemed to constitute secured Debt and,
shall not be included in any computation under these restrictions.

          SECTION 3.5  Limitation on Sales and  Leasebacks.  The Issuer will not
itself,  and it will not permit any  Restricted  Subsidiary  to,  enter into any
arrangement  with any bank,  insurance  company or other lender or investor (not
including the Issuer or any  Restricted  Subsidiary) or to which any such lender
or  investor  is a party,  providing  for the  leasing by the Issuer or any such
Restricted  Subsidiary  for a  period,  including  renewals,  in excess of three
years,  of any  Principal  Property  owned  by the  Issuer  or  such  Restricted
Subsidiary  which  has been or is to be sold or  transferred  more than 270 days
after the  acquisition  thereof  or after the  completion  of  construction  and
commencement  of full operation  thereof,  by the Issuer or any such  Restricted
Subsidiary  to such  lender or investor or to any person to whom funds have been
or are to be  advanced  by such  lender  or  investor  on the  security  of such
Principal  Property (herein  referred to as a "sale and leaseback  transaction")
unless either:

                    (a) the Issuer or such  Restricted  Subsidiary  could create
          Debt secured by a Mortgage on the Principal Property to be leased back
          in an amount equal to the Attributable  Debt with respect to such sale
          and leaseback  transaction  without  equally and ratably  securing the
          Securities of all series pursuant to Section 3.4, or

                    (b) the Issuer  within  180 days after the sale or  transfer
          shall  have  been  made  by  the  Issuer  or by  any  such  Restricted
          Subsidiary,  applies  an amount  equal to the  greater  of (i) the net
          proceeds of the sale of the  Principal  Property  sold and leased back
          pursuant  to such  arrangement  or (ii) the fair  market  value of the
          Principal  Property  so sold and leased  back at the time of  entering
          into such arrangement (as determined by any two of the following:  the
          chairman, the president, the executive vice president, any senior vice
          president,  the  treasurer,  the  controller  or the  secretary of the
          Issuer) to (x) the  purchase  of  property,  facilities  or  equipment
          (other than the  property,  facilities  or equipment  involved in such
          sale)  having a value at least equal to the net  proceeds of such sale
          or (y) the  retirement of Funded Debt of the Issuer or any  Restricted
          Subsidiary;  provided,  that the amount  required to be applied to the
          retirement  of Funded  Debt of the Issuer  shall be reduced by (i) the
          principal  amount  of  any  Securities  of  any  series  (or,  if  the
          Securities of any series are Original Issue Discount Securities,  such
          portion of the principal amount as may be due and payable with respect
          to such series  pursuant to a declaration  in accordance  with Section
          4.l or if the  Securities  of any series  provide that an amount other
          than the face thereof will or may be payable upon the maturity thereof
          or a declaration of acceleration of the maturity thereof,  such amount
          as may be due and payable with respect to such securities  pursuant to
          a declaration in accordance  with Section 4.1.)  delivered  within 180
          days after such sale or transfer to the  Trustee  for  retirement  and
          cancellation, and (ii) the principal amount of Funded Debt, other than
          the Securities of any series, voluntarily retired by the Issuer within
          180 days after such sale or transfer.  Notwithstanding  the foregoing,
          no  retirement  referred  to in this  clause  (b) may be  effected  by
          payment at maturity or pursuant to any mandatory  sinking fund payment
          or any mandatory prepayment provision.

          SECTION 3.6 Notice of Default.  The Issuer shall file with the Trustee
written  notice of the occurrence of any default or Event of Default within five
Business  Days of the chairman of the Board of  Directors,  the  president,  the
executive vice president,  any senior vice president,  the general counsel,  the
treasurer  or the  secretary  becoming  aware  of any such  default  or Event of
Default.

          SECTION 3.7 Calculation of Original Issue  Discount.  The Issuer shall
file with the Trustee promptly at the end of each calendar year a written notice
specifying  the amount of original  issue  discount  (including  daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year.

          SECTION 3.8 Reports.  The Issuer shall comply with the  provisions  of
ss.  314(a) of the Trust  Indenture  Act of 1939 and shall file with the Trustee
within 45 days after it files them with the Commission and in any event no later
than 60 days  after  the end of the  respective  fiscal  quarter,  copies of its
annual report and of the information,  documents and other reports (or copies of
such  portions  of any of the  foregoing  as the  Commission  may by  rules  and
regulations  prescribe) which the Issuer is required to file with the Commission
pursuant  to  Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as
amended.

          Delivery of such reports,  information and documents to the Trustee is
for  informational  purposes  only and the  Trustee's  receipt of such shall not
constitute   constructive  notice  of  any  information   contained  therein  or
determinable  from  information   contained  therein,   including  the  Issuer's
compliance  with any of its  covenants  hereunder  (as to which the  Trustee  is
entitled to rely exclusively on Officers' Certificates).

          SECTION 3.9 Compliance Certificates. (a) On or before April 15 in each
year  (commencing  with the  first  April  15  which  is not  less  than 60 days
following  the first date of issuance  of  Securities  of any series  under this
Indenture), the Issuer will file with the Trustee a brief certificate, signed by
its principal  executive  officer,  principal  financial  officer,  or principal
accounting  officer,  stating  whether or not the signer  has  knowledge  of any
default  by the  Issuer  in the  performance  or  fulfillment  of any  covenant,
agreement, or condition contained in this Indenture, and, if so, specifying each
such default of which the signer has  knowledge,  the nature  thereof,  and what
action, if any, has been taken and is proposed to be taken to cure such default.
For purposes of this  paragraph,  such  compliance  shall be determined  without
regard to any  period of grace or  requirement  of notice  provided  under  this
Indenture.

                    (b) The Issuer also shall  comply with the other  provisions
          of ss.314(a) of the Trust Indenture Act of 1939.


                                  ARTICLE FOUR

                           REMEDIES OF THE TRUSTEE AND
                       SECURITYHOLDERS ON EVENT OF DEFAULT

          SECTION 4.1 Events of  Default.  "Event of  Default"  with  respect to
Securities of a particular  series  wherever  used herein,  means any one of the
following events and such other events as may be established with respect to the
Securities  of such series as  contemplated  by Section 2.6,  continued  for the
period of time,  if any, and after the giving of notice,  if any,  designated in
this  Indenture  or as may be  established  with respect to such  Securities  as
contemplated  by Section  2.6,  as the case may be,  unless such event is either
inapplicable  or is  specifically  deleted or modified  in, or pursuant  to, the
applicable  Resolution or in the supplemental  indenture under which such series
of Securities is issued, as the case may be, as contemplated by Section 2.6:

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

                    (b)  default in the payment of the  principal  of 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) default in the payment of any sinking  fund  installment
          as and when the same shall  become due and payable by the terms of the
          Securities of such series; or

                    (d)  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 respect of the  Securities of such series  contained in this
          Indenture  (other  than a  covenant  or  agreement  in  respect of the
          Securities of such series a default in the  performance  of which or a
          breach of which is elsewhere in this Section specifically  addressed),
          and  continuance  of such  default  or breach  for a period of 90 days
          after there has been given,  by registered  or certified  mail, to the
          Issuer by the  Trustee or to the Issuer and the Trustee by the Holders
          of at least 25% in principal  amount of the Outstanding  Securities of
          such series,  a written notice  specifying  such default or breach and
          requiring  it to be remedied and stating that such notice is a "Notice
          of Default" hereunder; or

                    (e) a court having  jurisdiction in the premises shall enter
          a  decree  or  order  for  relief  in  respect  of  the  Issuer  in an
          involuntary  case under any  applicable  Federal or state  bankruptcy,
          insolvency  or  other  similar  law now or  hereafter  in  effect,  or
          appointing a receiver,  liquidator,  assignee,  custodian,  trustee or
          sequestrator  (or  similar  official)  of the  Issuer  or  for  all or
          substantially  all of its  property  or  ordering  the  winding  up or
          liquidation  of its  affairs,  and such decree or order  shall  remain
          unstayed and in effect for a period of 90 consecutive days; or

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

          If an Event of Default with respect to any series of Securities at the
time  Outstanding  occurs and is  continuing,  then,  and in each and every such
case,  unless the  principal of all of 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  Outstanding  Securities of such
series,  by notice in  writing  to the  Issuer  (and to the  Trustee if given by
Securityholders), may declare the entire principal amount (or, if the Securities
of such series are  Original  Issue  Discount  Securities,  such  portion of the
principal  as may be  specified  in the terms of such  series or if so  provided
pursuant to Section 2.6 for  Securities  of any series,  such other amount as is
specified  pursuant  thereto)  of all of 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 immediately due and payable.

          The foregoing  provisions,  however, are subject to the condition that
if, at any time after the principal  (or, if the  Securities  are Original Issue
Discount  Securities,  such portion of the  principal as may be specified in the
terms  thereof or if so provided  pursuant to Section 2.6 for  Securities of any
series, such other amount as is specified pursuant thereto) of the Securities of
any series shall have been so declared due and payable,  and before any judgment
or decree for the payment of the monies due shall have been  obtained or entered
as hereinafter provided,

                    (a) the Issuer shall pay or shall deposit with the Trustee a
          sum sufficient to pay all matured  installments  of interest,  if any,
          upon all the  Securities  of such series and the  principal of any and
          all  Securities  of such series which shall have become due  otherwise
          than by such  declaration  of  acceleration  (with  interest upon such
          principal  and,  to the  extent  that  payment  of  such  interest  is
          enforceable under applicable law, on overdue installments of interest,
          if any, at the Overdue Rate  applicable  to such series to the date of
          such  payment or  deposit),  and all  amounts  payable to the  Trustee
          pursuant to Section 5.5, and

                    (b) any and all Events of Default under the  Indenture  with
          respect to such series of Securities other than the non-payment of the
          principal  of such  Securities  which  shall  have  become due by such
          declaration  of  acceleration,   shall  have  been  cured,  waived  or
          otherwise  remedied as provided  herein or  provision  shall have been
          made therefor to the satisfaction of the Trustee,

then and in every such case the Holders of not less than a majority in aggregate
principal amount of the Securities of such series then  Outstanding,  by written
notice to the Issuer and the Trustee, may rescind and annul such declaration and
its  consequences  with  respect  to such  series,  but no such  rescission  and
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon.

          For all purposes under this  Indenture,  if a portion of the principal
of any  Original  Issue  Discount  Securities  shall have been  accelerated  and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration,  unless such declaration has been rescinded and annulled,  the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder,  to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the  principal  thereof  as  shall  be due  and  payable  as a  result  of  such
acceleration,  together  with  interest,  if any,  thereon and all other amounts
owing  thereunder,  shall  constitute  payment  in full of such  Original  Issue
Discount  Securities.  If the  Securities of any series provide the amount other
than the face amount  thereof  will be payable  upon the  maturity  thereof or a
declaration  of  acceleration  of the  maturity  thereof,  for  purposes of this
Section 4.1 the principal  amount of such Securities  shall be deemed to be such
amount as shall be due and payable upon the  acceleration of the of the maturity
thereof,  except as may  otherwise be provided  with respect to such  Securities
pursuant to Section 2.6.

          If the  Securities of any series provide that an amount other than the
face  amount  thereof  will be  payable  upon  the  maturity  thereof  or upon a
declaration  of  acceleration  of the  maturity  thereof,  for  purposes of this
Section 4.1 the principal  amount of such Securities  shall be deemed to be such
amount  as  shall  be due and  payable  upon the  acceleration  of the  maturity
thereof,  except as may  otherwise be provided  with respect to such  Securities
pursuant to Section 2.6.

          SECTION  4.2 Payment of  Securities  on Default;  Suit  Therefor.  The
Issuer  covenants that (a) in case a default shall be made in the payment of any
installment  of interest on any of the Securities of any series as and when such
interest  shall  have  become  due and  payable,  and such  default  shall  have
continued  for a period of 30 days or (b) in case a default shall be made in the
payment of the principal of any of the  Securities of any series as and when the
same shall have become due and payable,  whether upon maturity of the Securities
of such series or upon redemption or by declaration or otherwise, or (c) in case
of a default  in the  making or  satisfaction  of any  sinking  fund  payment or
analogous obligation when the same becomes due by the terms of the Securities of
any series -- then,  upon  demand of the  Trustee,  the  Issuer  will pay to the
Trustee  for the  benefit of the  Holders of the  Securities  of such series the
whole amount then due and payable on all Securities of such series for principal
and  interest,  if any,  as the case may be (with  interest  to the date of such
payment  upon the overdue  principal  and,  to the extent  that  payment of such
interest  is  enforceable  under  applicable  law,  on overdue  installments  of
interest,  if any, at the Overdue Rate applicable to Securities of such series);
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and any further amounts payable to the Trustee
pursuant to Section 5.5.

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

          In case the Issuer shall fail  forthwith to pay such amounts upon such
demand,  the Trustee,  in its own name and as trustee of an express trust, shall
be entitled and  empowered to institute any action or  proceedings  at law or in
equity for the  collection of the sums so due and unpaid,  and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment  or final  decree  against  the  Issuer  or  other  obligor  upon  such
Securities and collect in the manner  provided by law out of the property of the
Issuer or other  obligor upon such  Securities,  wherever  situated,  the monies
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 of any
series under Title 11 of the United States Code or any other similar  applicable
Federal or state law, or in case a receiver,  trustee in  bankruptcy  or similar
official shall have been appointed for the property of the Issuer, or such other
obligor,  or in case of any other similar judicial  proceedings  relative to the
Issuer,  or other obligor upon the Securities of any series, or to the creditors
or property of the Issuer, or such other obligor,  the Trustee,  irrespective of
whether the principal of any Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section,  shall be
entitled and empowered, by intervention in such proceedings or otherwise:

                    (a) to file and prove a claim or claims for the whole amount
          of principal  (or, if the  Securities of any series are Original Issue
          Discount Securities or if the Securities of any series provide that an
          amount  other  than  the  face  thereof  will or may be  payable  upon
          maturity thereof or upon a declaration of acceleration  thereof,  such
          amount as may be due and payable with respect to such series  pursuant
          to a declaration in accordance with Section 4.1) and interest, if any,
          owing and unpaid in respect of the  Securities of any series,  and, in
          case of any  judicial  proceedings,  to file such  proofs of claim and
          other papers or documents as may be necessary or advisable in order to
          have the claims of the  Trustee  (including  any claim for any amounts
          payable  to  the  Trustee   pursuant  to  Section   5.5)  and  of  the
          Securityholders  allowed in any judicial  proceedings  relating to the
          Issuer or other obligor upon the  Securities of any series,  or to the
          creditors or property of the Issuer or such other obligor,

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

                    (c) to collect  and  receive  any  monies 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 (after  deduction of costs and expenses
          of collection, and any further amounts payable to the Trustee pursuant
          to Section 5.5 and incurred by it up to the date of distribution); and
          any  trustee in  bankruptcy,  receiver  or other  similar  official is
          hereby authorized by each of the  Securityholders  to make payments to
          the Trustee,  and, in the event that the Trustee  shall consent to the
          making of  payments  directly  to the  Securityholders,  to pay to the
          Trustee  costs and  expenses of  collection,  and any further  amounts
          payable to the Trustee  pursuant to Section 5.5 and  incurred by it up
          to the date of distribution.

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

          All rights of action and of asserting claims under this Indenture,  or
under the Securities of any series,  may be enforced by the Trustee  without the
possession of any of the Securities of such series 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 in respect of which such action
was taken.

          In any proceedings brought by the Trustee (and also any proceedings in
which a declaratory  judgment of a court may be sought as to the  interpretation
or construction of any provision of this Indenture to which the Trustee shall be
a  party)  the  Trustee  shall  be held to  represent  all  the  Holders  of the
Securities to which such  proceedings  relate,  and it shall not be necessary to
make any Holders of such Securities parties to any such proceedings.

          SECTION 4.3  Application  of Moneys  Collected by Trustee.  Any monies
collected  by the  Trustee  pursuant  to this  Article  shall be  applied in the
following  order at the date or dates fixed by the  Trustee  and, in the case of
distribution  of  such  monies  on  account  of  principal  or  interest,   upon
presentation  of the  several  Securities  in respect of which  monies have been
collected and stamping (or  otherwise  noting)  thereon the payment,  or issuing
Securities in reduced principal amounts in exchange for the presented Securities
of like series (or, in the case of  Securities  of a series  issued in more than
one Tranche,  of the same  Tranche) and tenor if only  partially  paid,  or upon
surrender thereof if fully paid:

                    FIRST: To the payment of amounts due to the Trustee pursuant
          to Section 5.5;

                    SECOND: In case the principal of the Outstanding  Securities
          in respect of which monies have been  collected  shall not have become
          and be then due and payable,  to the payment of  interest,  if any, on
          the  Securities  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 and to the extent permitted
          by applicable  law) upon the overdue  installments  of interest at the
          Overdue Rate applicable to such  Securities,  such payments to be made
          ratably to the persons entitled  thereto,  without  discrimination  or
          preference;

                    THIRD: In case the principal of the  Outstanding  Securities
          in respect of which monies have been  collected  shall have become and
          shall be then due and  payable by  declaration  or  otherwise,  to the
          payment of the whole amount then owing and unpaid upon such Securities
          for  principal  and  interest,  if any, with interest upon the overdue
          principal, and (to the extent that such interest has been collected by
          the  Trustee  and to the  extent  permitted  by  applicable  law) upon
          overdue  installments  of  interest,  if  any,  at  the  Overdue  Rate
          applicable  to such  Securities;  and in case  such  monies  shall  be
          insufficient  to pay in full the whole  amount so due and unpaid  upon
          such  Securities,  then to the payment of such principal and interest,
          if any, without preference or priority of principal over interest,  if
          any, or of interest, if any, over principal,  or of any installment of
          interest,  if any, over any other installment of interest,  if any, or
          of any Security over any other  Security,  ratably to the aggregate of
          such principal and accrued and unpaid interest, if any; and

                    FOURTH:  To the  payment of the  remainder,  if any,  to the
          Issuer.

          SECTION  4.4  Proceedings  by  Trustee.  In case an Event  of  Default
hereunder has occurred,  has not been waived and is continuing,  the Trustee may
in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such  appropriate  judicial  proceedings  as the Trustee shall deem
most  effectual to protect and enforce any of such  rights,  either at law or in
equity or in bankruptcy or otherwise,  whether for the specific  enforcement  of
any covenant or agreement  contained in this Indenture or in aid of the exercise
of any  power  granted  in this  Indenture  or to  enforce  any  other  legal or
equitable right vested in the Trustee by this Indenture or by law.

          SECTION 4.5  Restoration of Rights on Abandonment of  Proceedings.  In
case the Trustee shall have  proceeded to enforce any right under this Indenture
and such proceedings  shall have been  discontinued or abandoned for any reason,
or shall have been determined  adversely to the Trustee,  then and in every such
case  the  Issuer,  the  Trustee  and  the  Securityholders  shall  be  restored
respectively  to their former  positions and rights  hereunder,  and all rights,
remedies  and powers of the Issuer,  the Trustee and the  Securityholders  shall
continue as though no such proceedings had been taken.

          SECTION 4.6 Proceedings by Securityholders.  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 this Indenture,  or for
the appointment of a trustee in bankruptcy,  receiver or other similar  official
or for any other  remedy  hereunder,  unless such Holder  previously  shall have
given to the Trustee  written  notice of default with respect to  Securities  of
such series and of the continuance thereof, as hereinbefore provided, and unless
also the  Holders  of not less  than 25% in  aggregate  principal  amount of the
Securities of such series then Outstanding  shall have made written request upon
the Trustee to institute  such action,  suit or  proceedings  in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the costs,  expenses and  liabilities to be
incurred  therein or thereby  and the  Trustee  for 60 days after its receipt of
such notice,  request and offer of indemnity  shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with
such written  request  shall have been given to the Trustee  pursuant to Section
4.8 during such 60 day  period;  it being  understood  and  intended,  and being
expressly  covenanted by the taker and Holder of every Security with every other
taker and Holder and the Trustee,  that no one or more Holders of any Securities
shall  have any right in any manner  whatever  by virtue or by  availing  of any
provision of this  Indenture to affect,  disturb or prejudice  the rights of any
other  Holder of  Securities,  or to obtain or seek to obtain  priority  over or
preference  to any other  Holder or to enforce any right  under this  Indenture,
except in the  manner  herein  provided  and for the equal,  ratable  and common
benefit  of  all  Holders  of  Securities  of the  applicable  series.  For  the
protection and  enforcement  of the  provisions of this Section,  each and every
Securityholder  and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

          SECTION 4.7 Remedies Cumulative and Continuing.  Except as provided in
Section 4.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the  Securityholders  is  intended to be  exclusive  of any other right or
remedy,  and every right and remedy  shall,  to the extent  permitted by law, be
cumulative  and in addition to every other right and remedy  given  hereunder or
now or hereafter  existing at law or in equity or  otherwise.  The  assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

          No  delay or  omission  of the  Trustee  or of any  Securityholder  to
exercise any right or power  accruing  upon any Event of Default  occurring  and
continuing  as  aforesaid  shall  impair  any  such  right  or power or shall be
construed  to be a  waiver  of any  such  Event of  Default  or an  acquiescence
therein;  and,  subject to Section  4.6,  every  power and remedy  given by this
Indenture  or by law  to the  Trustee  or to the  Securityholders  of any or all
series,  as the case may be, may be exercised from time to time, and as often as
shall be deemed  expedient,  by the  Trustee or by the  Securityholders  of such
series or all series, as the case may be.

          SECTION 4.8 Control by Securityholders. The Holders of not less than a
majority in aggregate principal amount of the Securities of each series affected
at the time  Outstanding  (with each such series  voting  separately as a class)
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 by this  Indenture with respect to Securities of
such series.  Notwithstanding  any of the foregoing,  no such direction shall be
otherwise  than in accordance  with law and the provisions of this Indenture and
(subject to the  requirements  of the Trust  Indenture  Act of 1939) the Trustee
shall have the right to decline to follow  any such  direction  if the  Trustee,
being  advised by counsel,  shall  determine  that the action or  proceeding  so
directed  may not  lawfully  be taken or would be  unjustly  prejudicial  to the
Holders of such Securities not taking part in such direction,  or the Holders of
the Securities of any other series, or if the Trustee in good faith by its board
of  directors,  the  executive  committee  or a trust  committee of directors or
Responsible  Officers  of  the  Trustee  shall  determine  that  the  action  or
proceedings so directed would involve the Trustee in personal liability.

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

          SECTION 4.9 Waiver of Past Defaults.  Prior to the  declaration of the
acceleration  of the maturity of the  Securities  of any  particular  series the
Holders  of not less  than a  majority  in  aggregate  principal  amount  of the
Securities of such  particular  series at the time  Outstanding may on behalf of
the  Holders of all the  Securities  of such  particular  series  waive any past
default  or Event of Default  with  respect  to such  particular  series and its
consequences,  except a default in respect of a  covenant  or  provision  hereof
which  cannot be modified  or amended  without the consent of the Holder of each
Outstanding  Security  affected as  provided in Section  7.2. In the case of any
such waiver,  the Issuer,  the Trustee and the Holders of the Securities of each
series  affected  shall  be  restored  to  their  former  positions  and  rights
hereunder,  respectively;  but no such waiver shall extend to any  subsequent or
other default or Event of Default or impair any right consequent thereon.

          Upon any such waiver,  such default shall cease to exist and be deemed
to have been cured and not to have  occurred,  and any Event of Default  arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture.



                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

          SECTION 5.1 Reliance on Documents,  Opinions, etc.; No Requirement for
Expenditure of Own Funds.  Subject to the provisions of the Trust  Indenture Act
of 1939:

                    (a) prior to the occurrence of an Event of Default hereunder
          and after the curing or waiving of all Events of Default,  the Trustee
          may  conclusively  rely,  as to the  truth of the  statements  and the
          correctness of the opinions expressed  therein,  in the absence of bad
          faith  on the  part of the  Trustee,  upon  certificates  or  opinions
          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  (but need not
          confirm or investigate  the accuracy of  mathematical  calculations or
          other facts stated therein);

                    (b) any  request,  direction,  order or demand 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 may be evidenced to the
          Trustee by a copy thereof  certified by the  secretary or an assistant
          secretary of the Issuer;

                    (c) the Trustee may consult  with  counsel of its  selection
          and any advice of such counsel or 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 advice or Opinion of Counsel;

                    (d) the Trustee shall be under no obligation to exercise any
          of the rights 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  satisfactory
          to it against  the costs,  expenses  and  liabilities  which  might be
          incurred therein or thereby;

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

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

                    (g) the Trustee may conclusively rely and shall be protected
          in acting or refraining from acting upon any resolution,  certificate,
          statement,  instrument,  opinion, report, notice, request,  direction,
          consent, order, bond, debenture,  note, other evidence of indebtedness
          or other paper or document (whether in its original or facsimile form)
          believed by it to be genuine and to have been signed or  presented  by
          the proper party or parties;

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

                    (i) the  Trustee  shall not be deemed to have  notice of any
          default  or  Event of  Default  unless a  Responsible  Officer  of the
          Trustee has actual  knowledge  thereof or unless written notice of any
          event  which is in fact such a default is  received  by the Trustee at
          the Corporate Trust Office of the Trustee,  and such notice references
          the Securities and this Indenture.

          None of the provisions  contained in this Indenture shall be construed
as  requiring  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.  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
requirements of the Trust Indenture Act of 1939.

          SECTION  5.2  No  Responsibility  for  Recitals,   etc.  The  recitals
contained  herein and in the  Securities,  except the Trustee's  certificates of
authentication,  shall be taken as the  statements of the Issuer and the Trustee
assumes no responsibility  for the correctness of the same. The Trustee makes no
representation  as to the validity or  sufficiency  of this  Indenture or of the
Securities,  provided  that the  Trustee  shall not be  relieved  of its duty to
authenticate Securities only as authorized by this Indenture.  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 5.3 Trustee and Agents May Hold Securities. The Trustee or any
agent of the Issuer or the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities  with the same rights it would have if
it were not the Trustee or such agent and,  subject to the  requirements  of the
Trust  Indenture Act of 1939,  may  otherwise  deal with the Issuer and receive,
collect,  hold and retain  collections  from the Issuer  with the same rights it
would have if it were not the Trustee or such agent.

          SECTION 5.4 Moneys to Be Held in Trust.  Subject to the  provisions of
Sections  9.3 and 9.4, all monies  received by the Trustee or any paying  agent,
all money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 9.8 and all money received by the Trustee in respect of U.S.  Government
Obligations  deposited with the Trustee  pursuant to Section 9.8,  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  mandatory  provisions  of law.  Neither the Trustee nor any
paying agent shall be under any liability for interest on any monies received by
it  hereunder,  except  such as it may agree in  writing  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 monies shall be paid from time to time upon the
written  order of the Issuer  signed by one of its  officers,  who is one of the
officers who may sign an Officers' Certificate.

          SECTION 5.5 Compensation, Indemnification and Expenses of Trustee. The
Issuer  covenants  and agrees to pay to the Trustee  from time to time,  and the
Trustee shall be entitled to, such  compensation as shall be agreed to from time
to time in writing by the Issuer and the Trustee  (which shall not be limited 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 or on behalf of it in accordance
with  any  of  the  provisions  of  this  Indenture  (including  the  reasonable
compensation  and the  expenses  and  disbursements  of its  counsel  and of all
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 fully indemnify the Trustee for, and to hold it harmless against, any and all
loss, liability,  damage, claim or expense,  including reasonable legal fees and
expenses  and taxes  (other  than  taxes  based on the  income  of the  Trustee)
incurred  without  negligence  or bad  faith on its part,  arising  out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder  and its  duties  hereunder,  including  the  costs  and  expenses  of
defending itself against any claim (whether  asserted by the Issuer, a Holder or
any other Person) or liability in the premises.  The  obligations  of the Issuer
under  this  Section to  compensate  and  indemnify  the  Trustee  and to pay or
reimburse the Trustee for expenses,  disbursements and advances shall constitute
additional  indebtedness  hereunder  and  shall  survive  the  satisfaction  and
discharge of this Indenture and the resignation or removal of the Trustee.  Such
additional  indebtedness  shall  be  secured  by a lien  prior  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.

          When the Trustee  incurs  expenses or renders  services in  connection
with an Event of Default  specified  in Section  4.1(e) or Section  4.1(f),  the
expenses  (including  the  reasonable  fees and expenses of its counsel) and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration  under any applicable Federal or state bankruptcy,  insolvency or
other similar law.

          SECTION 5.6 Right of Trustee to Rely on  Officers'  Certificate,  etc.
Subject to the requirements of the Trust Indenture Act of 1939,  whenever in the
administration  of the  trusts  of this  Indenture  the  Trustee  shall  deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering  or omitting  any action to be taken  hereunder,  such matter  (unless
other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence  or bad faith on the part of the Trustee,  be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate,  in the absence of negligence or bad faith on the
part of the Trustee,  shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the  provisions of this Indenture upon the faith
thereof.

          SECTION 5.7  Eligibility  of  Trustee.  The Trustee for each series of
Securities hereunder shall at all times be a corporation which complies with the
requirements of the Trust Indenture Act of 1939,  having a combined  capital and
surplus of at least  U.S.$50,000,000.  If such corporation  publishes reports of
condition  at least  annually,  pursuant  to law or to the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section,  the combined capital and surplus of such corporation at any time 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, the Trustee shall
resign immediately in the manner and with the effect specified in Section 5.8.

          SECTION  5.8  Resignation  or  Removal  of  Trustee;   Appointment  of
Successor  Trustee.  (a) The  Trustee,  or any  trustee  or  trustees  hereafter
appointed,  may at any time resign with  respect to one or more or all series of
Securities by giving written notice of resignation to the Issuer. Upon receiving
such  notice of  resignation,  the Issuer  shall  promptly  appoint a  successor
trustee or trustees with respect to the applicable series by written  instrument
in duplicate, executed by authority of the Board of Directors, one copy of which
instrument  shall be  delivered  to the  resigning  Trustee  and one copy to the
successor  trustee  or  trustees.  If no  successor  trustee  shall have been so
appointed  with respect to any series and have  accepted  appointment  within 30
days after the mailing of such notice of resignation, the resigning trustee may,
at the expense of the Issuer,  petition any court of competent  jurisdiction for
the appointment of a successor  trustee,  or any  Securityholder  who has been a
bona fide Holder of a Security or  Securities  of the  applicable  series for at
least six months may,  subject to the requirements of the Trust Indenture Act of
1939, on behalf of himself and all others similarly situated,  petition any such
court for the  appointment  of a successor  trustee.  Such court may  thereupon,
after  such  notice,  if any,  as it may deem  proper and  prescribe,  appoint a
successor trustee.

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

                    (i) the Trustee  shall  cease to be  eligible in  accordance
          with the  provisions  of  Section  5.7 with  respect  to any series of
          Securities and shall fail to resign after written request  therefor by
          the Issuer or by any Securityholder; or

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

          then,  in any such  case,  the  Issuer by  Resolution  may  remove the
Trustee with respect to the applicable  series of Securities (or all series,  if
required) and appoint a successor trustee for such series by written instrument,
in duplicate, executed by authority of the Board of Directors, one copy of which
instrument  shall be  delivered  to the  Trustee so removed  and one copy to the
successor trustee, or, subject to the requirements of the Trust Indenture Act of
1939,  any  Securityholder  who has been a bona  fide  Holder of a  Security  or
Securities  of such  series for at least six months may on behalf of himself and
all others similarly situated,  petition any court of competent jurisdiction for
the removal of the  Trustee and the  appointment  of a  successor  trustee  with
respect to such series. Such court may thereupon,  after such notice, if any, as
it may deem  proper and  prescribe,  remove the  Trustee and appoint a successor
trustee with respect to such series.

          (c) The Holders of a majority  in  aggregate  principal  amount of the
Securities  of any  series at the time  Outstanding  may at any time  remove the
Trustee  with  respect to  Securities  of such  series and  appoint a  successor
trustee  with  respect to the  Securities  of such series by  delivering  to the
Trustee so removed,  to the successor trustee so appointed and to the Issuer the
evidence  provided  for in Section 6.1 of the action in that regard taken by the
Securityholders.

          If no successor  trustee shall have been so appointed  with respect to
any series and have  accepted  appointment  within 30 days after the  mailing of
such notice of removal,  the Trustee  being  removed  may, at the expense of the
Issuer,  petition any court of competent  jurisdiction  for the appointment of a
successor trustee.

          (d) Any  resignation  or removal of the  Trustee  with  respect to any
series and any  appointment  of a successor  trustee with respect to such series
pursuant to any of the  provisions  of this Section 5.8 shall  become  effective
upon  acceptance of appointment by the successor  trustee as provided in Section
5.9.

          SECTION 5.9  Acceptance  of  Appointment  by  Successor  Trustee.  Any
successor   trustee   appointed  as  provided  in  Section  5.8  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  with  respect to all or any  applicable
series shall become  effective and such successor  trustee,  without any further
act, deed or conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder,  with like
effect  as if  originally  named as  trustee  for such  series  hereunder;  but,
nevertheless,  on the written request of the Issuer or of the successor trustee,
upon payment (or due provision  therefor) of any amounts then due it pursuant to
Section 5.5, the predecessor  Trustee  ceasing to act shall,  subject to Section
9.4,  pay over to the  successor  trustee  all  monies  at the  time  held by it
hereunder  and shall  execute and  deliver an  instrument  transferring  to such
successor trustee all such rights, powers, duties and obligations.  Upon request
of any such successor trustee,  the Issuer shall execute any and all instruments
in  writing  for more fully and  certainly  vesting  in and  confirming  to such
successor trustee all such rights and powers.  Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the  provisions of Section
5.5.

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

          No successor  trustee with respect to any series of  Securities  shall
accept  appointment  as provided in this  Section 5.9 unless at the time of such
acceptance  such  successor  trustee  shall,  with  respect to such  series,  be
qualified  under the provisions of the Trust  Indenture Act of 1939 and eligible
under the provisions of Section 5.7.

          Upon acceptance of appointment by any successor trustee as provided in
this  Section  5.9,  the Issuer  shall  mail  notice  thereof to the  Holders of
Securities of any series for which such  successor  trustee is acting as trustee
at their last  addresses  as they shall  appear in the  Register.  If the Issuer
fails to mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the Issuer's expense.

          SECTION  5.10  Merger,  Conversion,  Consolidation  or  Succession  to
Business of  Trustee.  Any  corporation  into which the Trustee may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion  or  consolidation  to which the Trustee shall be a
party, or any corporation  succeeding to all or substantially  all 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 the
Trust  Indenture Act of 1939 and eligible  under the  provisions of Section 5.7,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

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

          SECTION  5.11  Reports by Trustee to  Securityholders.  Within 60 days
after  December 31 in each year,  beginning  with the December 31 following  the
date of this Indenture,  the Trustee shall mail to the  Securityholders  a brief
report dated as of such  reporting  date in  compliance  with ss.  313(a) of the
Trust  Indenture  Act of 1939 if such report is required by Section ss.  313(a).
The Trustee  also shall  comply with ss.  313(b) of the Trust  Indenture  Act of
1939.  The  Trustee  shall also  transmit by mail all reports as required by ss.
313(c) of the Trust  Indenture Act of 1939. The Issuer shall promptly notify the
Trustee  when  the  Securities  are  listed  on any  stock  exchange  and of any
delisting thereof.



                                   ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

          SECTION 6.1 Action by  Securityholders.  Whenever in this Indenture it
is provided that the Holders of a specified  percentage  in aggregate  principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice,  consent or waiver or
the  taking of any other  action)  the fact that at the time of taking  any such
action the  Holders of such  specified  percentage  have  joined  therein may be
evidenced (a) by any  instrument or any number of  instruments  of similar tenor
executed by such  Securityholders  in person or by agent or proxy  appointed  in
writing,  or (b) by the  record of such  Holders of  Securities  voting in favor
thereof  at any  meeting  of  such  Securityholders  duly  called  and  held  in
accordance with the provisions of this Article,  or (c) by a combination of such
instrument  or  instruments  and  any  such  record  of such a  meeting  of such
Securityholders; and, except as herein otherwise expressly provided, such action
shall become  effective when such  instrument or instruments  and/or such record
are  delivered to the Trustee.  Proof of  execution  of any  instrument  or of a
writing  appointing  any such agent or proxy shall be sufficient for any purpose
of this Indenture and (subject to the requirements of the Trust Indenture Act of
1939 and Section 5.1) conclusive in favor of the Trustee and the Issuer, if made
in the manner provided in this Article.

          In determining  whether the Holders of the requisite  principal amount
of Outstanding  Securities of any or all series have taken any action (including
the  making of any demand or  request),  the  giving of any  notice,  consent or
waiver (or the taking of any other action)  hereunder and in determining  voting
rights  of any  Holder  of a  Security  hereunder  (i) the  principal  amount of
Original Issue Discount  Securities  that shall be deemed to be Outstanding  for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such  determination upon a declaration of acceleration
of the maturity  thereof pursuant to Section 4.1, (ii) in the case of Securities
which  provide that an amount other than the face amount  thereof will or may be
payable upon the maturity  thereof or upon a declaration of  acceleration of the
maturity  thereof,  the principal amount of such Securities that shall be deemed
to be  Outstanding  for such purposes  shall be the amount that would be due and
payable in respect of such Securities as of the date of such  determination upon
a declaration of acceleration of the maturity  thereof  pursuant to Section 4.1,
and (iii) the principal amount of any Security, the principal amount of which is
denominated in a currency  other than U.S.  dollars or in units of currencies or
in a composite  currency (the "Specified  Currency")  shall be deemed to be that
amount of U.S. dollars which could have been obtained by the face amount of such
Specified  Currency at the Market  Exchange  Rate.  For purposes of this Section
6.1,  "Market Exchange Rate" means,  unless otherwise  specified for a Specified
Currency with respect to any series of  Securities  pursuant to Section 2.6, the
noon  U.S.  dollar  buying  rate in New York  City for  cable  transfers  of the
Specified Currency published by the Federal Reserve Bank of New York.

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

          If the Issuer  shall  solicit  from the  Securityholders  any  demand,
request,  notice,  consent, waiver or the taking of any other action (other than
in accordance with the  Securityholders  voting provisions set forth in Sections
6.6  through  6.14 of  this  Article),  the  Issuer  may,  at its  option,  by a
Resolution,  fix in  advance  a record  date for the  determination  of  Holders
entitled to give such demand, request, notice, consent or waiver or to take such
other action, but the Issuer shall have no obligation to do so. If such a record
date is fixed,  such  demand,  request,  notice,  consent,  waiver or such other
action  may  be  given   before  or  after  the  record   date,   but  only  the
Securityholders  of record at the close of  business on the record date shall be
deemed to be Holders for the  purposes  of  determining  whether  Holders of the
requisite  percentage of  Securities  Outstanding  have  authorized or agreed or
consented  to such demand,  request,  notice,  consent,  waiver or taking of any
other action, and for that purpose the Securities  Outstanding shall be computed
as of the record date; provided, that no such demand, request,  notice, consent,
waiver or taking of any other  action by the Holders on the record date shall be
deemed effective unless it shall become effective  pursuant to the provisions of
this Indenture not later than six months after the record date.

          SECTION  6.2 Proof of  Execution  by  Securityholders.  Subject to the
requirements of the Trust Indenture Act of 1939 and Sections 5.1 and 6.11, proof
of the  execution of any  instrument by a  Securityholder  or his agent or proxy
shall be  sufficient  if made 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.  The ownership of Securities shall be proved by the
Register or by a certificate of the Person  designated by the Issuer to keep the
Register and to act as repository in accordance  with the  provisions of Section
2.12.

          The  record  of any  Securityholders'  meeting  shall be proved in the
manner provided in Section 6.12.

          SECTION 6.3 Holders to Be Treated as Owners.  The Issuer,  the Trustee
and any agent of the  Issuer  or the  Trustee  may deem and treat the  Person in
whose name any Security  shall be  registered in the Register for such series as
the  absolute  owner of such  Security  (whether or not such  Security  shall be
overdue and  notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving  payment of or on account of the  principal of and,
subject to the provisions of this Indenture,  interest, if any, on such Security
and for all other purposes;  and none of the Issuer, the Trustee or any agent of
the Issuer or the Trustee shall be affected by any notice to the  contrary.  All
such  payments so made to any such  Person,  or upon his order,  shall be valid,
and,  to the  extent  of the sum or sums  so  paid,  effectual  to  satisfy  and
discharge the liability for monies payable upon any such Security.

          SECTION 6.4  Securities  Owned by Issuer  Deemed Not  Outstanding.  In
determining  whether the Holders of the requisite  aggregate principal amount of
Outstanding  Securities  of any or all  series  have  concurred  in any  demand,
request, notice, direction,  consent or waiver under this Indenture,  Securities
which are owned by the  Issuer,  or any other  obligor  on the  Securities  with
respect to which such  determination  is being made or by any Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with the Issuer,  or any other obligor on the Securities with respect to
which such determination is being made shall be disregarded and deemed not to be
Outstanding  for the  purpose  of any such  determination,  except  that for the
purpose of determining  whether the Trustee shall be protected in relying on any
such demand, request, notice, direction, consent or waiver only Securities which
a  Responsible  Officer of the Trustee  actually  knows are so owned shall be so
disregarded.  Securities  so owned which have been  pledged in good faith may be
regarded  as  Outstanding  for  purposes  of  this  Section  6.4 if the  pledgee
establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with respect to such  Securities and that the pledgee is not the Issuer,  or any
other  obligor  upon  the  Securities  or  any  Person  directly  or  indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer, or any other obligor on the Securities.  In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer  shall  furnish to the  Trustee  promptly  an  Officers'  Certificate
listing and identifying all Securities,  if any, known by the Issuer to be owned
or  held by or for  the  account  of any of the  above-described  persons;  and,
subject to the  requirements of the Trust Indenture Act of 1939 and Section 5.1,
the  Trustee  shall,  in the absence of manifest  error,  accept such  Officers'
Certificate  as  conclusive  evidence of the facts  therein set forth and of the
fact that all Securities not listed therein are  Outstanding  for the purpose of
any such determination.

          SECTION 6.5 Right of Revocation of Action Taken.  At any time prior to
(but not after) the  evidencing  to the Trustee,  as provided in Section 6.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series,  as the case may be, specified in
this  Indenture in  connection  with such  action,  any Holder of a Security the
serial number or other  distinguishing  symbol of which is shown by the evidence
to be included among the serial numbers or other  distinguishing  symbols of the
Securities  the  Holders of which have  consented  to such action may, by filing
written  notice at the  Corporate  Trust  Office  and upon  proof of  holding as
provided in this Article,  revoke such action so far as concerns such  Security.
Except as aforesaid any such action taken by the Holder of any Security shall be
conclusive  and binding upon such Holder and upon all future  Holders and owners
of such  Security  and of any  Securities  issued in  exchange  or  substitution
therefor,  irrespective of whether or not any notation in regard thereto is made
upon any such  Security.  Any action taken by the Holders of the  percentage  in
aggregate  principal amount of the Securities of any or all series,  as the case
may be,  specified  in this  Indenture in  connection  with such action shall be
conclusively  binding  upon the  Issuer,  the Trustee and the Holders of all the
Securities affected by such action.

          SECTION 6.6 Securityholders' Meetings;  Purposes. A meeting of Holders
of Securities of any series or all series,  as the case may be, may be called at
any time and from time to time  pursuant to the  provisions  of this Article Six
for any of the following purposes:

                  (1) to give any notice to the Issuer, or to the Trustee, or to
         give any directions to the Trustee, or to consent to the waiving of any
         default or Event of Default hereunder and its consequences, or to take
         any other action authorized to be taken by Securityholders pursuant to
         any of the provisions of Article Four;

                    (2) to remove the Trustee and  nominate a successor  trustee
          pursuant to the provisions of Article Five;

                    (3)  to  consent  to  the   execution  of  an  indenture  or
          indentures  supplemental  hereto pursuant to the provisions of Section
          7.2; or

                    (4) to take any other action authorized to be taken by or on
          behalf of the Holders of any specified  aggregate  principal amount of
          the Securities of any series or all series,  as the case may be, under
          any other provision of this Indenture or under applicable law.

          SECTION 6.7 Call of  Meetings by Trustee.  The Trustee may at any time
call a meeting of Holders of Securities of any series or all series, as the case
may be, to take any action specified in Section 6.6, to be held at such time and
at such place in the Borough of Manhattan,  The City of New York, as the Trustee
shall  determine.  Notice of every  meeting of the Holders of  Securities of any
series or all series,  as the case may be,  setting forth the time and the place
of such  meeting  and in general  terms the action  proposed to be taken at such
meeting,  shall be mailed to Holders of  Outstanding  Securities  of each series
affected at their  addresses  as they shall  appear in the Register as of a date
not more than 15 days prior to the mailing of such notice.  Such notice shall be
mailed  not less than 20 nor more than 90 days  prior to the date  fixed for the
meeting.

          Any meeting of the Holders of  Securities of any series or all series,
as the  case may be,  shall  be  valid  without  notice  if the  Holders  of all
Securities of any series then Outstanding are present in person or by proxy, or,
if notice is waived before or after the meeting by the Holders of all Securities
of any series outstanding,  and if the Issuer and the Trustee are either present
by duly authorized  representatives  or have, before or after the meeting waived
notice.

          SECTION 6.8 Call of Meetings by Issuer or Securityholders.  In case at
any time the Issuer, pursuant to a Resolution, or the Holders of at least 10% in
aggregate  principal  amount of the  Securities  then  Outstanding of any or all
series,  as the case may be, shall have  requested the Trustee to call a meeting
of the Holders of Securities  of such series or all series,  as the case may be,
by written request setting forth in reasonable  detail the action proposed to be
taken at the meeting,  and the Trustee  shall not have mailed the notice of such
meeting  within 20 days after receipt of such  request,  then the Issuer or such
Securityholders,  in the amount  specified above, may determine the time and the
place in said Borough of Manhattan for such meeting and may call such meeting to
take any action authorized in Section 6.6, by mailing notice thereof as provided
in Section 6.7.

          SECTION 6.9  Qualifications  for Voting. To be entitled to vote at any
meeting  of  Securityholders  a  Person  shall  (a) be a  Holder  of one or more
Securities  with  respect to which such meeting is being held or (b) be a Person
appointed by an  instrument  in writing as proxy by a Holder of one or more such
Securities.  The only Persons who shall be entitled to be present or to speak at
any meeting of  Securityholders  shall be the  Persons  entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Issuer and its counsel.

          SECTION 6.10 Quorum;  Adjourned Meetings. The Persons entitled to vote
a majority in  aggregate  principal  amount of the  Securities  of the  relevant
series at the time Outstanding  shall constitute a quorum for the transaction of
all business  specified in Section 6.6. No business  shall be  transacted in the
absence of a quorum  (determined  as  provided  in this  Section  6.10).  In the
absence of a quorum  within 30  minutes  after the time  appointed  for any such
meeting,  the  meeting  shall,  if  convened  at the  request of the  Holders of
Securities  (as provided in Section 6.8),  be  dissolved.  In any other case the
meeting  shall be adjourned for a period of not less than ten days as determined
by the chairman of the meeting. In the absence of a quorum at any such adjourned
meeting,  such adjourned  meeting shall be further adjourned for a period of not
less than ten days as determined  by the chairman of the meeting.  Notice of the
reconvening of any adjourned  meeting shall be given as provided in Section 6.7,
except that such notice must be mailed not less than five days prior to the date
on which the meeting is scheduled to be reconvened.

          Any Holder of a Security  who has  executed  in person or by proxy and
delivered to the Trustee an instrument in writing  complying with the provisions
of Section 6.2 shall be deemed to be present for the purposes of  determining  a
quorum and be deemed to have  voted;  provided,  that such  Holder of a Security
shall be  considered  as present  or voting  only with  respect  to the  matters
covered by such instrument in writing.

          SECTION 6.11 Regulations. Notwithstanding any other provisions of this
Indenture,  the  Trustee  may make such  reasonable  regulations  as it may deem
advisable for any meeting of Securityholders,  in regard to proof of the holding
of  Securities  and  of  the  appointment  of  proxies,  and  in  regard  to the
appointment and duties of inspectors of votes, the submission and examination of
proxies,  certificates  and other  evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall determine.

          The Trustee  shall,  by an instrument in writing,  appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by  Securityholders  as provided in Section  6.8, in which case the Issuer or
the  Securityholders  calling  the  meeting,  as the case may be,  shall in like
manner  appoint a  temporary  chairman.  A  permanent  chairman  and a permanent
secretary  of the  meeting  shall be  elected  by the vote of the  Holders  of a
majority of the principal  amount of the Outstanding  Securities  present at the
meeting.

          Subject to the  provisions  of Section 6.4, at any meeting each Holder
of Securities with respect to which such meeting is being held or proxy shall be
entitled to one vote for each  U.S.$1,000 (or if any Securities are  denominated
in a  currency  other  than  U.S.  dollars  or in  units of  currencies  or in a
composite  currency,  the equivalent of U.S.$1,000 in the  applicable  currency,
units of currencies or composite  currency  calculated using the Market Exchange
Rate) principal amount (or in the case of Original Issue Discount Securities or,
in the case of  Securities  which  provide  that an amount  other  than the face
amount  thereof  will or may be  payable  upon the  maturity  thereof  or upon a
declaration of acceleration of the maturity thereof, such principal amount to be
determined  as provided in the  definition of  "Outstanding"  in Section 1.1) of
such  Securities  held or represented by him;  provided,  however,  that no vote
shall  be cast or  counted  at any  meeting  in  respect  of any  such  Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting shall have no right to vote other than
by virtue of such  Securities held by him or instruments in writing as aforesaid
duly   designating   him  as  the  Person  to  vote  on  behalf  of  other  such
Securityholders.  Any meeting of Holders of  Securities  with respect to which a
meeting was duly called  pursuant to the provisions of Section 6.7 or 6.8 may be
adjourned from time to time by the Holders of a majority of the principal amount
of the Outstanding Securities present, whether or not constituting a quorum, and
the meeting may be held as so adjourned without further notice.

          SECTION 6.12  Voting.  The vote upon any  resolution  submitted to any
meeting of Holders of  Securities  with  respect to which such  meeting is being
held shall be by written  ballots on which shall be subscribed the signatures of
such  Holders  of  Securities  or of  their  representatives  by  proxy  and the
principal  amount (in the case of Original Issue Discount  Securities or, in the
case of  Securities  which  provide  that an amount  other than the face  amount
thereof will or may be payable upon the maturity  thereof or upon a  declaration
of acceleration of the maturity thereof,  such principal amount to be determined
as provided in the  definition  of  "Outstanding"  in Section 1.1) and number or
numbers or other  distinguishing  symbol or symbols of such  Securities  held or
represented  by them.  The  permanent  chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any  resolution  and who shall make and file with the  secretary  of the meeting
their verified written reports in duplicate of all votes cast at the meeting.  A
record in duplicate of the proceedings of each meeting of Securityholders  shall
be prepared by the  secretary of the meeting and there shall be attached to said
record the  original  reports of the  inspectors  of votes on any vote by ballot
taken  thereat and  affidavits  by one or more persons  having  knowledge of the
facts  setting  forth a copy of the notice of the meeting and showing  that said
notice  was  mailed as  provided  in  Section  6.7.  The  record  shall show the
principal  amount of the  Securities  (in the case of  Original  Issue  Discount
Securities or, in the case of Securities which provide that an amount other than
the face amount thereof will or may be payable upon the maturity thereof or upon
a declaration of acceleration of the maturity thereof,  such principal amount to
be determined as provided in the  definition  of  "Outstanding"  in Section 1.1)
voting in favor of or against  any  resolution.  The record  shall be signed and
verified by the  affidavits  of the  permanent  chairman  and  secretary  of the
meeting and one of the duplicates shall be delivered to the Issuer and the other
to the  Trustee to be  preserved  by the  Trustee,  the latter to have  attached
thereto the ballots voted at the meeting.

          Any record so signed and verified shall be conclusive  evidence of the
matters therein stated.

          SECTION  6.13 No Delay of Rights by Meeting.  Nothing in this  Article
Six shall be deemed or construed  to authorize or permit,  by reason of any call
of a meeting of  Securityholders of any or all series or any rights expressly or
impliedly  conferred  hereunder to make such call, any hindrance or delay in the
exercise of any right or rights  conferred upon or reserved to the Trustee or to
the  Securityholders  of any or all such series under any of the  provisions  of
this Indenture or of the Securities.

          SECTION  6.14  Written  Consent  in  Lieu  of  Meeting.   The  written
authorization or consent by the Holders of the requisite percentage in aggregate
principal  amount  of  Outstanding  Securities  of one  or  more  series  herein
provided, entitled to vote at any such meeting, evidenced as provided in Section
6.1 and filed with the  Trustee,  shall be effective in lieu of a meeting of the
Holders of Securities of such series, with respect to any matter provided for in
this Article Six.


                                  ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

          SECTION   7.1    Supplemental    Indentures    Without    Consent   of
Securityholders.  The Issuer,  when  authorized by, or pursuant to a 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 of 1939 as in force at the date of the  execution  thereof)
for one or more of the following purposes:

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

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

                    (c) to  add to the  covenants  of the  Issuer  such  further
          covenants,  restrictions,  conditions  or provisions as the Issuer and
          the Trustee shall consider to be for the benefit of the Holders of one
          or more series of  Securities  (and if such  covenants,  restrictions,
          conditions  or  provisions  are to be for the benefit of less than all
          series  of  Securities,  stating  that such  covenants,  restrictions,
          conditions or provisions are expressly  being included  solely for the
          benefit of such  series)  or to  surrender  any right or power  herein
          conferred upon the Issuer;

                    (d) to add additional  Events of Default and to provide with
          respect  thereto for any  particular  periods of grace  after  default
          (which may be shorter or longer than that allowed in the case of other
          defaults) or for  immediate  enforcement  upon such default or for any
          limitation of the remedies available to the Trustee upon such default;

                    (e) to provide  for the  issuance  under this  Indenture  of
          Securities  in bearer form  (including  Securities  registrable  as to
          principal  only) with or without  interest  coupons and to provide for
          exchangeability  of such  Securities  with the  Securities of the same
          series  or  Tranche,  as the case may be,  issued  hereunder  in fully
          registered form and to make all appropriate changes for such purpose;

                    (f) to cure any  ambiguity or to correct or  supplement  any
          provision  contained herein, in the Securities of any series or in any
          supplemental indenture which may be defective or inconsistent with any
          other provision contained herein or in any supplemental  indenture; or
          to change or eliminate any provision or to make such other  provisions
          in regard to matters or  questions  arising  under this  Indenture  or
          under any  supplemental  indenture as the Issuer may deem necessary or
          desirable  and which shall not  adversely  affect the interests of the
          Holders of the Securities at the time Outstanding;

                    (g) to  establish  the form or terms  of  Securities  of any
          series as permitted by Sections 2.1 and 2.6;

                    (h)  to  evidence   and  provide  for  the   acceptance   of
          appointment  hereunder  by a  successor  trustee  with  respect to the
          Securities  of one or more  series  and to add to or change any of the
          provisions  of this  Indenture as shall be necessary to provide for or
          facilitate the administration of the trusts hereunder by more than one
          trustee, pursuant to the requirements of Section 5.9;

                    (i) to add to or change any  provisions of this Indenture to
          such extent as shall be necessary to permit or facilitate the issuance
          of Securities convertible into other securities; or

                    (j) to effectuate the provisions of Section 11.5(b).

          Upon the request of the Issuer,  accompanied by a copy of a Resolution
authorizing the execution of any such supplemental  indenture,  certified by the
secretary or assistant  secretary of the Issuer, the Trustee shall 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  (but  may  in its
discretion) 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 may be executed by the Issuer and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 7.2.

          SECTION 7.2 Supplemental  Indentures With Consent of  Securityholders.
With the consent  (evidenced  as provided in Article  Six) of the Holders of not
less than a majority in  aggregate  principal  amount of the  Securities  of all
series  affected by such  supplemental  indenture  (all such series  voting as a
single  class)  at the time  Outstanding,  the  Issuer  when  authorized  by, or
pursuant  to a  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 of 1939 as in force at the
date of  execution  thereof)  for the  purpose  of adding any  provisions  to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any  supplemental  indenture  or of  modifying  in any  manner the rights and
obligations  of the Issuer or the rights of the Holders of the Securities of all
such series;  provided, that no such supplemental indenture shall (a) 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
amount  payable on  redemption  or reduce the Overdue  Rate  thereof or make the
principal thereof or interest thereon payable in any coin or currency other than
that  provided  in the  Security  or reduce  the amount of the  principal  of an
Original  Issue  Discount  Security (or a Security  that provides that an amount
other than the face amount  thereof will or may be payable upon a declaration of
acceleration  of the  maturity  thereof)  that would be due and payable  upon an
acceleration  of the  maturity  thereof  pursuant  to Section  4.1 or the amount
thereof  provable  in  bankruptcy  pursuant to Section  4.2,  or impair,  if the
Securities  provide  therefor,  any  right of  repayment  at the  option  of the
Securityholder,  or impair the right of any  holders of  Securities  of a series
entitled  to the  conversion  rights  set forth in  Article  Eleven  to  receive
securities upon the exercise of such conversion  rights,  without the consent of
the Holder of each Security so affected,  or (b) 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 each Security so
affected,  or (c) modify  any of the  provisions  of  Article  Eleven or Article
Thirteen in a manner adverse to the Holders of the Securities.

          A supplemental  indenture  which changes or eliminates any covenant or
other  provision of this Indenture  which has expressly been included solely for
the benefit of one or more  particular  series of Securities,  or which modifies
the rights of the  Securityholders  of such series with respect to such covenant
or provision,  shall be deemed not to affect the rights under this  Indenture of
the  Securityholders  of any other  series.  The preceding  sentence  shall not,
however,  raise  any  inference  as to  whether  or not a  particular  series is
affected by any supplemental indenture not referred to in such sentence.

          Upon the request of the Issuer,  accompanied by a copy of a Resolution
authorizing the execution of any such supplemental  indenture,  certified by the
secretary  or assistant  secretary  of the Issuer,  and upon the filing with the
Trustee of evidence of the consent of  Securityholders  as  aforesaid  and other
documents,  if any,  required by Section  6.1,  the Trustee  shall join with the
Issuer in the execution of such supplemental  indenture unless such supplemental
indenture adversely affects the Trustee's own rights, duties or immunities under
this  Indenture or otherwise,  in which case the Trustee may in its  discretion,
but shall not be obligated to, enter into such supplemental indenture.

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

          Promptly  after the  execution  by the Issuer  and the  Trustee of any
supplemental  indenture  pursuant to the  provisions  of this  Section  7.2, the
Issuer shall mail a notice  thereof to the Holders of  Securities of each series
affected  thereby  at their  addresses  as they  shall  appear in the  Register,
setting forth in general terms the substance of such supplemental indenture. 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.

          SECTION 7.3 Effect of  Supplemental  Indenture.  Upon the execution of
any supplemental  indenture  pursuant to the provisions  hereof,  this Indenture
shall be and be deemed to be modified and amended in  accordance  therewith  and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series  affected  thereby  shall  thereafter be  determined,  exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and 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.

          SECTION 7.4 Certain  Documents  to Be Given to Trustee.  The  Trustee,
subject to the  requirements of the Trust Indenture Act of 1939 and Section 5.1,
may receive an  Officers'  Certificate  and an Opinion of Counsel as  conclusive
evidence that any supplemental indenture executed pursuant to this Article Seven
complies with the requirements of this Article Seven.

          SECTION  7.5  Notation  on   Securities.   Securities  of  any  series
authenticated  and delivered after the execution of any  supplemental  indenture
pursuant to the  provisions  of this  Article  Seven may bear a notation in form
approved by the Trustee  for such series as to any matter  provided  for by such
supplemental  indenture  or as to any action taken at any such  meeting.  If the
Issuer or the  Trustee  shall so  determine,  new  Securities  of any  series so
modified  as to conform,  in the  opinion of the Trustee and the Issuer,  to any
modification of this Indenture contained in any such supplemental  indenture may
be  prepared  and  executed  by the  Issuer,  authenticated  by the  Trustee and
delivered in exchange for the Securities of such series then Outstanding.



                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

          SECTION 8.1 Issuer May  Consolidate,  etc., on Certain Terms.  Nothing
contained  in this  Indenture  or in any of the  Securities  shall  prevent  any
consolidation  or merger of the Issuer with or into any other entity or entities
(whether or not affiliated  with the Issuer),  or successive  consolidations  or
mergers in which the Issuer or its successor or  successors  shall be a party or
parties, or shall prevent any sale,  conveyance or lease of all or substantially
all the property of the Issuer,  to any other entity  (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,  conveyance  or lease,  (i) the due and  punctual  payment of the
principal of and interest, if any, on all of the Securities,  according to their
tenor,  and  the due  and  punctual  performance  and  observance  of all of the
covenants and conditions of this Indenture to be performed by the Issuer,  shall
be expressly  assumed,  by  supplemental  indenture  satisfactory in form to the
Trustee,  executed and delivered to the Trustee by the entity (if other than the
Issuer) formed by such  consolidation,  or into which the Issuer shall have been
merged,  or by the entity which shall have  acquired or leased such property and
(ii) the  Issuer  or such  successor  entity,  as the case  may be,  shall  not,
immediately  after such merger or  consolidation,  or such sale,  conveyance  or
lease, be in default in the performance of any such covenant or condition.

          SECTION 8.2  Successor  Entity to Be  Substituted.  (a) In case of any
consolidation,  merger, sale, conveyance or lease referred to in Section 8.l and
upon the assumption by the successor entity, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual  payment of the  principal of and  interest,  if any, on all of the
Securities  and the due and punctual  performance  of all of the  covenants  and
conditions  of this  Indenture  to be performed  by the Issuer,  such  successor
entity shall succeed to and be  substituted  for the Issuer with the same effect
as if it had been named  herein as the party of the first  part.  In case of any
such  consolidation,   merger,  sale,  conveyance  or  lease,  such  changes  in
phraseology  and  form  (but  not in  substance)  may be made in the  Securities
thereafter to be issued as may be appropriate.

                    (b) In  case  of a  successor  entity  to the  Issuer,  such
          successor  entity  thereupon  may  cause to be  signed,  and may issue
          either in its own name or in the name of  Newmont  Mining  Corporation
          any or all of the  Securities  issuable  hereunder  which  theretofore
          shall not have been signed by the Issuer and delivered to the Trustee;
          and, upon the order of such successor entity 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  which  previously  shall have been signed and delivered by
          the officers of the Issuer to the Trustee for authentication,  and any
          Securities  which such successor  entity  thereafter shall cause to be
          signed  and  delivered  to the  Trustee  for  that  purpose.  All  the
          Securities  so issued shall in all  respects  have the same legal rank
          and benefit  under this  Indenture as the  Securities  theretofore  or
          thereafter  issued in accordance  with the terms of this  Indenture as
          though  all of such  Securities  had  been  issued  at the date of the
          execution hereof. In the event of any such sale or conveyance, but not
          any such  lease,  the  Issuer  or any  successor  entity  which  shall
          theretofore  have become such in the manner  described in this Article
          Eight shall be discharged  from all  obligations  and covenants  under
          this Indenture and the Securities and may be dissolved and liquidated.

          SECTION 8.3 Opinion of Counsel and Officers'  Certificate  to Be Given
to Trustee. The Trustee,  subject to the requirements of the Trust Indenture Act
of 1939 and  Section  5.1,  may  receive an Opinion  of  Counsel  and  Officers'
Certificate as conclusive  evidence that any such consolidation,  merger,  sale,
conveyance or lease and any such assumption complies with the provisions of this
Article Eight.



                                  ARTICLE NINE

                           SATISFACTION AND DISCHARGE
                         OF INDENTURE; UNCLAIMED MONEYS

          SECTION 9.1  Satisfaction  and Discharge of Indenture.  If at any time
(a) the  Issuer  shall  have  paid or  caused  to be paid the  principal  of and
interest on all the Securities of any particular  series  Outstanding  hereunder
(other than Securities which have been mutilated,  defaced,  destroyed,  lost or
stolen and which have been  replaced or paid as  provided in Section  2.13 or in
lieu  of  or  in  substitution  for  which  other  Securities  shall  have  been
authenticated  and  delivered)  as and when the same shall  have  become due and
payable,  or (b) the Issuer shall have delivered to the Trustee for cancellation
all  Securities  of  such  series  theretofore  authenticated  (other  than  any
Securities of such series which shall have been mutilated,  defaced,  destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section
2.13 or in lieu of or in substitution for which other Securities shall have been
authenticated  and delivered) and not theretofore  cancelled,  or (c)(i) all the
Securities of such series not theretofore  cancelled or delivered to the Trustee
for  cancellation  shall have become due and  payable,  or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to
be  deposited  with the Trustee as trust funds the entire  amount in cash (other
than  monies  repaid  by the  Trustee  or any  paying  agent  to the  Issuer  in
accordance  with Section 9.4)  sufficient to pay at maturity or upon  redemption
all  Securities  of such  series not  theretofore  delivered  to the Trustee for
cancellation  (other than any  Securities  of such series  which shall have been
mutilated,  defaced,  destroyed, lost or stolen which have been replaced or paid
as provided  in Section  2.13 or in lieu of or in  substitution  for which other
Securities shall have been authenticated and delivered), including principal and
interest,  if any,  due or to become  due to such date of  maturity  or the date
fixed for  redemption,  as the case may be, and if, in any such case, the Issuer
shall  also pay or cause to be paid all  other  sums  payable  hereunder  by the
Issuer with respect to  Securities  of such series,  then this  Indenture  shall
cease to be of further  effect with respect to Securities of such series (except
as to (i) rights of  registration  of transfer  and  exchange,  and the Issuer's
right  of  optional  redemption,   (ii)  substitution  of  mutilated,   defaced,
destroyed, lost or stolen Securities, (iii) rights of Securityholders to receive
payments of principal  thereof and  interest,  if any,  thereon,  and  remaining
rights of the  Securityholders  to receive mandatory  sinking fund payments,  if
any,  (iv) the rights,  obligations  and  immunities  of the Trustee  hereunder,
including its rights under Section 5.5, (v) the rights of the Securityholders of
such series as  beneficiaries  hereof with  respect to the property so deposited
with the Trustee  payable to all or any of them and (vi) the rights,  if any, of
Securityholders to convert such Securities),  and the Trustee,  on demand of the
Issuer accompanied by an Officers'  Certificate and an Opinion of Counsel and at
the  cost  and  expense  of  the  Issuer,   shall  execute  proper   instruments
acknowledging  such  satisfaction of and discharging this Indenture with respect
to such series.

          SECTION 9.2  Application by Trustee of Funds  Deposited for Payment of
Securities.  Subject  to Section  9.4,  all monies  deposited  with the  Trustee
pursuant to Section 9.1 shall be held in trust and applied by it to the payment,
either directly or through any paying agent  (including the Issuer acting as its
own paying agent),  to the Holders of the  particular  Securities of such series
for the payment or redemption of which such monies have been  deposited with the
Trustee,  of all sums due and to become due thereon for  principal and interest,
if any. All money  deposited with the Trustee  pursuant to Section 9.1 (and held
by it or any paying agent) for the payment of Securities  subsequently converted
into Common Stock shall be returned to the Issuer upon its written request.

          SECTION 9.3  Repayment of Moneys Held by Paying  Agent.  In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all monies then held by any paying agent, other than the Trustee,
under the provisions of this Indenture with respect to such series of Securities
shall,  upon  demand  of the  Issuer,  be  repaid  to the  Issuer or paid to the
Trustee,  and  thereupon  such paying  agent shall be released  from all further
liability with respect to such monies.

          SECTION  9.4  Return  of  Moneys  Held by  Trustee  and  Paying  Agent
Unclaimed for Two Years. Any monies deposited with or paid to the Trustee or any
paying agent for the payment of the  principal  of or  interest,  if any, on any
Security  of any series and not applied but  remaining  unclaimed  for two years
after the date upon which such principal or interest,  as the case may be, shall
have become due and payable,  shall,  upon the written request of the Issuer and
unless  otherwise  required by mandatory  provisions  of  applicable  escheat or
abandoned or unclaimed  property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of such Security of such series
shall,  unless otherwise required by mandatory  provisions of applicable escheat
or abandoned or unclaimed property laws,  thereafter look only to the Issuer for
any payment which such Holder may be entitled to collect.

          SECTION  9.5  Issuer's   Option  to  Effect   Defeasance  or  Covenant
Defeasance.  The Issuer may at its option by or pursuant to a Resolution, at any
time, with respect to the Securities of any series, elect to have either Section
9.6 or Section 9.7 be applied to the Outstanding  Securities of such series upon
compliance with the conditions set forth below.

          SECTION 9.6 Defeasance and  Discharge.  Upon the Issuer's  exercise of
its option to utilize the  provisions  of this  Section 9.6 and upon  compliance
with Section 9.8,  the Issuer shall be deemed to have been  discharged  from its
obligations  with respect to the  Outstanding  Securities  of such series on the
date the conditions set forth below are satisfied  (hereinafter,  "defeasance").
For this purpose,  such defeasance means that the Issuer shall be deemed to have
paid and  discharged  the entire  indebtedness  represented  by the  Outstanding
Securities of such series and to have satisfied all its other  obligations under
such  Securities  and this  Indenture  (and the  Trustee,  at the expense of the
Issuer, shall execute proper instruments acknowledging the same), except for the
following  which  shall  survive  until   otherwise   terminated  or  discharged
hereunder: (A) the rights of Holders of Outstanding Securities of such series to
receive,  solely from the trust fund  described in Section 9.8 and as more fully
set forth in such Section,  payments in respect of the principal of and interest
on such Securities when such payments are due, (B) the obligations of the Issuer
with respect to such Securities  under Sections 2.12,  2.13,  2.15, 3.2 and 3.3,
(C) the rights,  powers,  trusts,  duties,  and  immunities of the Trustee under
Sections  2.13,  2.14,  2.15,  4.3, 5.5 and 9.4, and  otherwise  the duty of the
Trustee to  authenticate  Securities  of such series issued on  registration  of
transfer  or  exchange,  (D) the  conversion  rights,  if  any,  of  Holders  of
Outstanding Securities of such series and the Issuer's obligations, if any, with
respect  thereto under  Article  Eleven,  and (E) this Article Nine.  Subject to
compliance with this Article Nine, the Issuer may exercise its option under this
Section 9.6  notwithstanding  the prior exercise of its option under Section 9.7
with respect to the Securities of such series.

          SECTION 9.7 Covenant  Defeasance.  Upon the  Issuer's  exercise of its
option to utilize the provisions of to this Section 9.7 and upon compliance with
Section 9.8, the Issuer shall be released from its  obligations,  if any,  under
Sections 3.4 and 3.5 with respect to the  Outstanding  Securities of such series
on and after the date the conditions set forth below are satisfied (hereinafter,
"covenant  defeasance").  For this purpose, such covenant defeasance means that,
with respect to the Outstanding  Securities of such series,  the Issuer may omit
to comply with and shall have no liability in respect of any term,  condition or
limitation set forth in any such Section with respect to it, whether directly or
indirectly  by  reason of any  reference  elsewhere  herein to any such  Section
(including  under  Section  4.1(d))  or by reason of any  reference  in any such
Section  to any  other  provision  herein  or in any  other  document,  but  the
remainder of this Indenture and such Securities shall be unaffected thereby.

          SECTION 9.8  Conditions  to  Defeasance  or Covenant  Defeasance.  The
following  shall be the  conditions  to  application  of either  Section  9.6 or
Section 9.7 to the Outstanding Securities of such series:

                    (a) The Issuer shall irrevocably have deposited or caused to
          be  deposited  with the  Trustee (or another  trustee  satisfying  the
          requirements  of  Section  5.7 who  shall  agree  to  comply  with the
          provisions  of this Article Nine  applicable  to it) as trust funds in
          trust for the purpose of making the following  payments,  specifically
          pledged as security for, and  dedicated  solely to, the benefit of the
          Holders  of such  Securities,  (A)  money  in an  amount,  or (B) U.S.
          Government   Obligations   which  through  the  scheduled  payment  of
          principal  and interest in respect  thereof in  accordance  with their
          terms will provide,  not later than one day before the due date of any
          payment, money in an amount, or (C) a combination thereof, sufficient,
          in the opinion of a nationally  recognized firm of independent  public
          accountants  expressed in a written certification thereof delivered to
          the Trustee,  to pay and discharge,  and which shall be applied by the
          Trustee (or other  qualifying  trustee) to pay and discharge,  (i) the
          principal of and each  installment of principal of and interest on the
          Outstanding  Securities of such series on the stated  maturity of such
          principal  or  installment  of  principal  or  interest  and  (ii) any
          mandatory  sinking fund payments or analogous  payments  applicable to
          the  Outstanding  Securities  of such  series on the day on which such
          payments  are due and  payable  in  accordance  with the terms of this
          Indenture and of such Securities.  For this purpose,  "U.S. Government
          Obligations"  means securities that are (x) direct  obligations of the
          United  States of America  for the payment of which its full faith and
          credit  is  pledged  or (y)  obligations  of a  Person  controlled  or
          supervised by and acting as an agency or instrumentality of the United
          States of America the payment of which is  unconditionally  guaranteed
          as a full faith and credit obligation by the United States of America,
          which, in either case, are not callable or redeemable at the option of
          the issuer thereof, and shall also include a depository receipt issued
          by a bank (as  defined in Section  3(a)(2)  of the  Securities  Act of
          1933,  as  amended)  as  custodian  with  respect  to  any  such  U.S.
          Government  Obligation  or a  specific  payment  of  principal  of  or
          interest on any such U.S. Government Obligation held by such custodian
          for the account of the Holder of such  depository  receipt,  provided,
          that (except as required by law) such  custodian is not  authorized to
          make any  deduction  from the  amount  payable  to the  Holder of such
          depository  receipt  from any  amount  received  by the  custodian  in
          respect of the U.S.  Government  Obligation or the specific payment of
          principal of or interest on the U.S. Government  Obligation  evidenced
          by such depository receipt.

                    (b) No Event of Default or event  which with notice or lapse
          of time or both would  become an Event of Default  with respect to the
          Securities of such series shall have occurred and be continuing on the
          date of such deposit.

                    (c) Such defeasance or covenant  defeasance  shall not cause
          the Trustee for the  Securities  of such series to have a  conflicting
          interest for purposes of the Trust  Indenture Act of 1939 with respect
          to any Securities of the Issuer.

                  (d) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         or any other agreement or instrument to which the Issuer is a party or
         by which it is bound.

                    (e) Such defeasance or covenant  defeasance  shall not cause
          any Securities of such series then listed on any  registered  national
          securities  exchange  under the  Securities  Exchange Act of 1934,  as
          amended, to be delisted.

                    (f) In the case of an election under Section 9.6, the Issuer
          shall have  delivered to the Trustee an Opinion of Counsel (who may be
          counsel to the Issuer)  stating that (x) the Issuer has received from,
          or there has been published by, the Internal Revenue Service a ruling,
          or (y) since the date of this Indenture there has been a change in the
          applicable  Federal income tax law, in either case to the effect that,
          and based thereon such opinion shall confirm that,  the Holders of the
          Outstanding  Securities of such series will not recognize income, gain
          or loss for Federal income tax purposes as a result of such defeasance
          and will be subject to Federal income tax on the same amounts,  in the
          same  manner and at the same times as would have been the case if such
          defeasance had not occurred.

                    (g) In the case of an election under Section 9.7, the Issuer
          shall  have  delivered  to the  Trustee  an  Opinion of Counsel to the
          effect that the Holders of the  Outstanding  Securities of such series
          will  not  recognize  income,  gain or loss  for  Federal  income  tax
          purposes as a result of such covenant  defeasance  and will be subject
          to Federal  income tax on the same amounts,  in the same manner and at
          the same times as would have been the case if such covenant defeasance
          had not occurred.

                    (h) The  Issuer  shall  have  delivered  to the  Trustee  an
          Officers' Certificate and an Opinion of Counsel (who may be counsel to
          the Issuer),  each stating that all conditions  precedent provided for
          relating to either the  defeasance  under  Section 9.6 or the covenant
          defeasance  under  Section 9.7 (as the case may be) have been complied
          with.

          SECTION 9.9 Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous  Provisions.  Subject to the provisions of Section
9.4, all money and U.S. Government  Obligations (including the proceeds thereof)
deposited with the Trustee (or other  qualifying  trustee --  collectively,  for
purposes of this Section 9.9, the "Trustee")  pursuant to Section 9.8 in respect
of the Outstanding  Securities of such series shall be held in trust and applied
by the Trustee,  in accordance  with the provisions of such  Securities and this
Indenture,  to  the  payment,  either  directly  or  through  any  paying  agent
(including  the  Issuer  acting  as its own  paying  agent) as the  Trustee  may
determine, to the Holders of such Securities,  of all sums due and to become due
thereon  in  respect  of  principal  and  interest,  but such  money need not be
segregated from other funds except to the extent required by law.

          The Issuer shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited  pursuant to Section 9.8 or the  principal  and  interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities of such series.

          Anything in this  Article Nine to the  contrary  notwithstanding,  the
Trustee  shall  deliver or pay to the Issuer from time to time upon the Issuer's
written request any money or U.S. Government  Obligations held by it as provided
in  Section  9.8  which,  in the  opinion  of a  nationally  recognized  firm of
independent  public  accountants  expressed in a written  certification  thereof
delivered to the Trustee,  are in excess of the amount  thereof which would then
be required  to be  deposited  to effect an  equivalent  defeasance  or covenant
defeasance.


                                   ARTICLE TEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

          SECTION 10.1 Applicability of Article.  The provisions of this Article
shall be applicable to the Securities of any series which are redeemable  before
their  maturity and to any sinking fund for the  retirement  of  Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  2.6 for
Securities of such series.

          SECTION 10.2 Notice of Redemption;  Selection of  Securities.  In case
the Issuer  shall  desire to exercise any right to redeem all or any part of the
Securities of any series in accordance with their terms,  the Issuer shall fix a
date for  redemption  and shall notify the Trustee in writing,  at least 45 days
before such redemption date if all the Outstanding Securities of a series are to
be redeemed,  and at least 60 days before such  redemption date if less than all
the Outstanding Securities of a series are to be redeemed. The Issuer, or at the
request and at the expense of the Issuer,  the  Trustee,  shall mail a notice of
such  redemption,  at least 30 days and not more than 60 days  prior to the date
fixed for  redemption,  to the  Holders of  Securities  of such  series so to be
redeemed in whole or in part at their last addresses as they shall appear in the
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.  Failure  to give  notice by mail,  or any  defect in the
notice, to the Holder of any Security of a series designated for redemption as a
whole or in part  shall not  affect  the  validity  of the  proceedings  for the
redemption of any other Security of such series.

          The notice of  redemption  to each such Holder shall specify the CUSIP
number of the Securities, if any, the date fixed for redemption,  the redemption
price,  the place or places of  payment,  if the  Securities  of such series are
convertible  at the  option of the  Holder  into  shares of  Common  Stock,  the
Conversion Price, the place or places of conversion,  that Securities called for
redemption  may be  converted  at any time  before the close of  business on the
third  Business Day prior to the date fixed for  redemption,  or on such earlier
date, if any,  specified  pursuant to Section 2.6 for Securities of such series,
and if not converted  prior to the close of business on such date,  the right of
conversion  will be lost and that  Holders who want to convert  Securities  must
satisfy the  requirements  set forth in the terms thereof,  that payment will be
made upon  presentation  and  surrender  of such  Securities,  that any interest
accrued  to the date  fixed for  redemption  will be paid as  specified  in such
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 of the Outstanding
Securities  of a series  are to be  redeemed,  the  notice of  redemption  shall
specify  the  number or  numbers  or  distinguishing  symbol or  symbols  of the
Securities to be redeemed. In case any Security of a series is to be redeemed in
part only the notice of  redemption  shall  state the  portion of the  principal
amount  thereof to be redeemed  and shall state that on and after the date fixed
for redemption, upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed  portion thereof will be
issued.

          Prior to the  redemption  date  specified in the notice of  redemption
given as provided in this  Section,  the Issuer will deposit with the Trustee or
with one or more  paying  agents  (or, if the Issuer is acting as its own paying
agent,  segregate  and hold in trust as required by the Trust  Indenture  Act of
1939) an amount of money (in the  currency or units of  currencies  or composite
currency in which the Securities so called for redemption are  denominated or an
appropriate  equivalent thereof) sufficient to redeem on the redemption date all
the  Securities of such series or portions  thereof so called for  redemption at
the appropriate  redemption  price,  together with accrued  interest to the date
fixed for redemption.  If less than all the  Outstanding  Securities of a series
are to be redeemed (or less than the full  principal  amount of each Security in
such series is to be redeemed),  the Issuer will deliver to the Trustee at least
60 days  prior to the date  fixed  for  redemption  (or such  shorter  period if
acceptable  to the  Trustee) an  Officers'  Certificate  stating  the  aggregate
principal  amount of Securities to be redeemed and, if the Trustee is not acting
as the  repository  of the  Register  for such  series,  a  current  list of all
Outstanding Securities of such series.

          If less  than all the  Outstanding  Securities  of a series  are to be
redeemed,  the Trustee shall select, in such manner as it shall deem appropriate
and fair, Securities of such series to be redeemed in whole or in part; however,
if less than all the  Securities  of any  series  with  differing  issue  dates,
interest rates and stated maturities are to be redeemed,  the Issuer in its sole
discretion  shall  select the  particular  Securities  to be redeemed  and shall
notify the  Trustee in  writing  thereof at least 45 days prior to the  relevant
redemption  date.  Except as otherwise  specified for Securities of a particular
series  pursuant to Section 2.6,  Securities  may be redeemed in part in amounts
equal to the minimum  authorized  denomination  for Securities of such series or
any multiple thereof. The Trustee shall promptly notify the Issuer in writing of
the Securities of such series  selected for  redemption  and, in the case of any
Securities of such series selected for partial redemption,  the principal amount
thereof to be redeemed.

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

          SECTION 10.3 Payment of Securities Called for Redemption. If notice of
redemption  has been  given as  provided  in Section  10.2,  the  Securities  or
portions of Securities  specified 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 on and after said date (unless the Issuer shall  default in the
payment of such Securities or portions thereof at the redemption price, together
with interest  accrued to said date)  interest on the  Securities or portions of
Securities  so  called  for  redemption  shall  cease to accrue  and,  except as
provided in Sections 5.4 and 9.4, such Securities shall cease from and after the
date fixed for  redemption to be entitled to any benefit or security  under this
Indenture (including,  but not limited to, conversion rights pursuant to Article
Eleven  which shall cease at the close of  business  on the third  Business  Day
prior to the date fixed for redemption or on such earlier day, if any, specified
pursuant to Section 2.6 for such Securities), and the Holders of such Securities
shall have no right in respect  of such  Securities  except the right to receive
the  redemption  price  thereof  and  unpaid  interest  to the  date  fixed  for
redemption.  On  presentation  and  surrender of such  Securities  at a place of
payment  specified in said notice,  said  Securities or the  specified  portions
thereof  shall be paid and redeemed by the Issuer at the  applicable  redemption
price,  together with interest accrued thereon to the date fixed for redemption;
provided, that if the date fixed for redemption is an interest payment date, the
interest  due on that date shall be payable  to the  Holders of such  Securities
registered as such on the relevant record date according to their terms.

          If any  Security  called  for  redemption  shall  not be so paid  upon
surrender thereof for redemption, the principal thereof so to be redeemed shall,
until  paid or duly  provided  for,  bear  interest  from  the  date  fixed  for
redemption at the Overdue Rate applicable to such series.

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

          SECTION 10.4  Exclusion of Certain  Securities  from  Eligibility  for
Selection for  Redemption.  Securities  shall be excluded from  eligibility  for
selection for redemption if they are identified by registration  and certificate
number  or other  distinguishing  symbol  in a  written  statement  signed by an
authorized  officer of the Issuer and  delivered to the Trustee at least 10 days
prior to the date on which Securities are to be selected for redemption as being
owned of record and  beneficially by, and not pledged or hypothecated by, either
(a)  the  Issuer  or (b) an  entity  specifically  identified  in  such  written
statement directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer.

          SECTION 10.5 Mandatory and Optional  Sinking Funds. The minimum amount
of any sinking  fund  payment  provided  for by the terms of  Securities  of any
series is herein  referred to as a  "mandatory  sinking fund  payment",  and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional  sinking fund payment".  The
date on which a sinking fund payment is to be made is herein  referred to as the
"sinking fund payment date".

          In lieu  of  making  all or any  part of any  mandatory  sinking  fund
payment with respect to any series of Securities in cash,  the Issuer may at its
option  (a)  deliver  to the  Trustee  Securities  of  such  series  theretofore
purchased  or  otherwise  acquired  (except  upon  redemption  pursuant  to  the
mandatory  sinking fund) by the Issuer or receive  credit for Securities of such
series (not previously so credited)  theretofore purchased or otherwise acquired
(except  as   aforesaid)  by  the  Issuer  and  delivered  to  the  Trustee  for
cancellation  pursuant to Section 2.14, (b) receive credit for optional  sinking
fund payments (not  previously so credited)  made pursuant to this Section,  (c)
receive credit for  Securities of such series (not  previously so credited) that
have been  surrendered to the Issuer for  conversion,  or (d) receive credit for
Securities of such series (not  previously  so credited)  redeemed by the Issuer
through any optional  redemption  provision contained in the terms of Securities
of such  series.  Securities  so  delivered  or  credited  shall be  received or
credited by the Trustee at the sinking fund  redemption  price specified in such
Securities,  and the amount of such  mandatory  sinking  fund  payment  shall be
reduced accordingly.

          On or before the sixtieth day next preceding each sinking fund payment
date for any series of  Securities,  the Issuer  will  deliver to the  Trustee a
certificate of the Issuer (which need not contain the statements required by the
Trust  Indenture  Act of 1939)  signed by an officer of the Issuer who is one of
the officers  authorized to sign an Officers'  Certificate  (a)  specifying  the
portion,  if any, of the  mandatory  sinking  fund  payment to be  satisfied  by
payment of cash and the portion, if any, to be satisfied by credit of Securities
of such series, (b) stating that none of such Securities has theretofore been so
credited,  (c) stating  that no Event of Default with respect to such series has
occurred  (which has not been waived or cured) and is continuing and (d) stating
whether or not the  Issuer  intends to  exercise  its right to make an  optional
sinking  fund payment  with  respect to such series and, if so,  specifying  the
amount of such optional  sinking fund payment which the Issuer intends to pay on
or before the next succeeding  sinking fund payment date. Any Securities of such
series to be credited  and  required to be delivered to the Trustee in order for
the  Issuer to be  entitled  to credit  therefor  as  aforesaid  which  have not
theretofore  been  delivered to the Trustee shall be delivered for  cancellation
pursuant to Section 2.14 to the Trustee with such certificate.  Such certificate
shall be irrevocable and upon its receipt by the Trustee the Issuer shall become
obligated to make all the cash payments or payments  therein referred to, if any
(which cash may be deposited  with the Trustee or with one or more paying agents
or, if the  Issuer is acting as its own  paying  agent,  segregated  and held in
trust as required  by the Trust  Indenture  Act of 1939),  on or before the next
succeeding  sinking fund payment date.  Failure of the Issuer,  on or before any
such sixtieth day, to deliver such certificate and Securities  specified in this
paragraph,  if any, shall not constitute a default but shall constitute,  on and
as of such date, the  irrevocable  election of the Issuer (i) that the mandatory
sinking  fund  payment for such series due on the next  succeeding  sinking fund
payment  date shall be paid  entirely  in cash  without the option to deliver or
credit  Securities  of such  series in respect  thereof and (ii) that the Issuer
will make no  optional  sinking  fund  payment  with  respect to such  series as
provided in this Section.

          If the  sinking  fund  payment or payments  (mandatory  or optional or
both) to be made in cash on the next  succeeding  sinking fund payment date plus
any unused  balance of any  preceding  sinking fund  payments made in cash shall
exceed  U.S.$100,000 or, if payments on Securities of such series are to be made
in a  currency  other  than  Dollars  or in  units  or  composites  of two  more
currencies,  the equivalent  thereof (based upon the Market Exchange Rate on the
sixtieth day preceding  the relevant  sinking fund payment date or if the Market
Exchange Rate is not available for such date, the immediately preceding date for
which the Market Exchange Rate is available) in the relevant currency or unit or
composite currency (or such other amount as is specified for a particular series
of  Securities  pursuant to Section 2.6), or a lesser sum if the Issuer shall so
request,  with respect to the  Securities of any  particular  series,  such cash
shall be applied by the Trustee (or by the Issuer if the Issuer is acting as its
own paying agent) on the sinking fund payment date on which such payment is made
(or, if such  payment is made before a sinking fund  payment  date,  on the next
sinking fund payment date  following the date of such payment) to the redemption
of such  Securities  at the sinking  fund  redemption  price  specified  in such
Securities for operation of the sinking fund together with accrued interest,  if
any, to the date fixed for redemption.  If such amount shall be U.S.$100,000 or,
if payments on Securities of such series are to be made in a currency other than
Dollars or in units or composites of two more currencies, the equivalent thereof
(based upon the Market  Exchange Rate on the sixtieth day preceding the relevant
sinking fund payment date or if the Market  Exchange  Rate is not  available for
such date, the immediately  preceding date for which the Market Exchange Rate is
available) in the relevant currency or unit or composite currency (or such other
amount as is specified for the  particular  series  pursuant to Section 2.6), or
less and the Issuer  makes no such request then it shall be carried over until a
sum in  excess  of  U.S.$100,000,  or the  equivalent  thereof  in the  relevant
currency or unit or composite currency, is available.

          The Trustee shall select,  in the manner provided in Section 10.2, for
redemption  on such sinking fund payment  date,  Securities  of such series with
respect to which cash payment of the applicable  sinking fund  redemption  price
will be made and shall (if requested in writing by the Issuer) inform the Issuer
of the serial numbers or other distinguishing  symbols of the Securities of such
series (or portions  thereof) so selected.  If the Trustee  shall be required to
select  Securities  of any  series  for the  sinking  fund and is not  acting as
repository  of the  Register  for such  series,  at  least 60 days  prior to the
sinking fund payment date the Issuer shall furnish to the Trustee a current list
of all Outstanding Securities of such series. Securities of any series which are
(a)  owned by the  Issuer  or an  entity  actually  known by the  Trustee  to be
directly or indirectly  controlling or controlled by or under direct or indirect
common control with the Issuer,  as shown by the Register,  and not known to the
Trustee to have been pledged or hypothecated by the Issuer or any such entity or
(b) identified in an Officers' Certificate at least 60 days prior to the sinking
fund  payment  date  as  being   beneficially  owned  by,  and  not  pledged  or
hypothecated  by, the Issuer or an entity directly or indirectly  controlling or
controlled by or under direct or indirect common control with the Issuer,  shall
be  excluded  from   Securities  of  such  series  eligible  for  selection  for
redemption.  The  Trustee,  in the name and at the expense of the Issuer (or the
Issuer,  if it shall so notify the  Trustee in writing)  shall  cause  notice of
redemption  of the  Securities of such series to be given in  substantially  the
manner provided in Section 10.2, except that the notice of redemption shall also
state that the  Securities  are being  redeemed by operation of the sinking fund
(and with the effect  provided in Section 10.3) for the redemption of Securities
of such series which, if applicable, is in part at the option of the Issuer.

          The amount of any sinking fund payments not so applied or allocated by
the Trustee  (or by the Issuer if the Issuer is acting as its own paying  agent)
to the  redemption  of Securities of such series shall be added to the next cash
sinking fund payment  received by the Trustee (or if the Issuer is acting as its
own  paying  agent,  segregated  and  held in  trust as  required  by the  Trust
Indenture Act of 1939) for such series and,  together with such payment (or such
amount so  segregated),  shall be applied in accordance  with the  provisions of
this  Section  10.5.  Any and all sinking fund monies held by the Trustee (or if
the Issuer is acting as its own paying  agent,  segregated  and held in trust as
required by the Trust  Indenture Act of 1939) on the stated maturity date of the
Securities  of  any  particular   series  (or  earlier,   if  such  maturity  is
accelerated),  which are not held for the payment or  redemption  of  particular
Securities  of such series  shall be applied by the Trustee (or by the Issuer if
the Issuer is acting as its own paying  agent),  together with other monies,  if
necessary,  sufficient for the purpose,  to the payment of the principal of, and
interest on, the Securities of such series at maturity.

          On or before each sinking fund payment  date,  the Issuer shall pay to
the  Trustee in cash (or if the  Issuer is acting as its own  paying  agent will
segregate  and hold in trust as required by the Trust  Indenture Act of 1939) or
shall  otherwise  provide  for the payment of all  interest  accrued to the date
fixed for redemption on Securities (or portions  thereof) to be redeemed on such
sinking fund payment  date.

          Neither  the  Issuer  nor the  Trustee  shall  redeem  or  cause to be
redeemed any  Securities of a series with sinking fund monies or mail any notice
of  redemption  of  Securities  for such series by operation of the sinking fund
during the  continuance  of a default in payment of  interest,  if any,  on such
Securities or of any Event of Default (other than an Event of Default  occurring
as a consequence  of this  paragraph,  with respect to such  Securities)  except
that,  where the  mailing  of  notice  of  redemption  of any  Securities  shall
theretofore  have been made,  the Trustee (or the Issuer if the Issuer is acting
as its own paying agent) shall redeem or cause to be redeemed  such  Securities,
provided  that it shall have  received from the Issuer (or the Issuer shall have
segregated) a sum  sufficient  for such  redemption.  Except as  aforesaid,  any
monies in the sinking  fund for such series at the time when any such default or
Event of Default shall occur,  and any monies  thereafter  paid into the sinking
fund,  shall,  during the  continuance  of such default or Event of Default,  be
deemed to have been collected under Article Four and held for the payment of all
such Securities.  Notwithstanding  anything in the foregoing to the contrary, in
case such  default or Event of Default  shall have been  waived as  provided  in
Section 4.9 or the default or Event of Default  cured on or before the  sixtieth
day  preceding  the sinking  fund  payment  date in any year,  such monies shall
thereafter  be applied  on the next  succeeding  sinking  fund  payment  date in
accordance with this Section 10.5 to the redemption of such Securities.

          SECTION 10.6  Conversion  Arrangement  on Call for  Redemption.  If in
connection with any redemption of Securities of any series with respect to which
the  Holders  have the right to convert  such  Securities  into shares of Common
Stock, the Holders thereof do not elect to convert such  Securities,  the Issuer
may arrange for the purchase and  conversion of such  Securities by an agreement
with one or more investment  banking firms or other  purchasers to purchase such
Securities by paying to the Trustee in trust for the Holders, not later than the
close of  business  on the  third  Business  Day  prior to the  date  fixed  for
redemption,  an amount not less than the applicable  redemption price,  together
with  interest  accrued to the date fixed for  redemption,  of such  Securities.
Notwithstanding  anything to the  contrary  contained  in this  Article Ten, the
obligation  of the  Issuer  to pay the  redemption  price  of  such  Securities,
together with interest accrued to the date fixed for redemption, shall be deemed
to be  satisfied  and  discharged  to the extent  such amount is so paid by such
purchasers  to the Trustee in trust for the  Holders.  If such an  agreement  is
made, any Securities not duly  surrendered for conversion by the Holders thereof
may, at the option of the Issuer,  be deemed, to the fullest extent permitted by
law,  to  have  been  acquired  by  such   purchasers   from  such  Holders  and
(notwithstanding   anything  to  the  contrary   contained  in  Article  Eleven)
surrendered by such  purchasers for conversion,  all as of immediately  prior to
the close of  business  on the third  Business  Day prior to the date  fixed for
redemption, subject to payment by the purchasers as specified above. The Trustee
shall hold and  dispose of any such  amount  paid to it in the same manner as it
would monies  deposited  with it by the Issuer for the redemption of Securities.
Without the Trustee's prior written consent,  no arrangement  between the Issuer
and such  purchasers  for the purchase and  conversion of any  Securities  shall
increase or  otherwise  affect any of the powers,  duties,  responsibilities  or
obligations of the Trustee as set forth in this Indenture, and the Issuer agrees
to indemnify the Trustee from, and hold it harmless  against,  any and all loss,
liability,  claim,  damage or expense  arising out of or in connection  with any
such  arrangement for the purchase and conversion of any Securities  between the
Issuer and such  purchasers,  including  the costs and expenses  incurred by the
Trustee  and its counsel in the  defense of any claim  (whether  asserted by the
Issuer,  a Holder,  or any  other  Person)  or  liability  arising  out of or in
connection  with the  exercise  or  performance  of any of its  powers,  duties,
responsibilities or obligations under this Indenture.


                                 ARTICLE ELEVEN

                            CONVERSION OF SECURITIES

          SECTION 11.1 General. If so provided in the terms of the Securities of
any series  established in accordance with Section 2.6, the principal  amount of
the Securities of such series shall be  convertible  into shares of Common Stock
in  accordance  with  this  Article  Eleven  and the  terms  of such  series  of
Securities  if such terms differ from this Article  Eleven;  provided,  however,
that if any of the terms by which any such Security  shall be  convertible  into
Common Stock are set forth in a supplemental indenture entered into with respect
thereto  pursuant  to  Article  Seven  hereof,  the  terms of such  supplemental
indenture shall govern.

          SECTION 11.2 Right to Convert. Subject to and upon compliance with the
provisions of this Article,  the Holder of any Security that is convertible into
Common Stock shall have the right,  at such Holder's  option,  at any time on or
after the date of original  issue of such Security or such other date  specified
in the applicable  Resolution delivered pursuant to Section 2.6 and prior to the
close of business on the date set forth in such  Resolution (or if such Security
is called for redemption,  then in respect of such Security to and including but
not after  the close of  business  on the third  Business  Day prior to the date
fixed for  redemption  or on such  earlier  day, if any,  specified  pursuant to
Section 2.6 for such Security unless the Issuer shall default in the payment due
on such  date) to  convert  the  principal  amount of any such  Security  of any
authorized  denomination  or, in the case of any  Security to be  converted of a
denomination  greater  than  the  minimum  denomination  for  Securities  of the
applicable  series,  any  portion  of  such  principal  which  is an  authorized
denomination or an integral multiple thereof, into that number of fully paid and
nonassessable  shares of Common Stock obtained by dividing the principal  amount
of such Security or portion thereof surrendered for conversion by the Conversion
Price  therefor by  surrender  of the Security so to be converted in whole or in
part in the manner provided in Section 11.3.  Such conversion  shall be effected
by the Issuer in accordance with the provisions of this Article and the terms of
the Securities, if such terms differ from this Article.

          SECTION 11.3 Manner of Exercise of Conversion  Privilege;  Delivery of
Common  Stock;  No Adjustment  for Interest or  Dividends.  In order to effect a
conversion,  the holder of any  Security to be  converted,  in whole or in part,
shall  surrender such Security to the Trustee or conversion  agent at the office
or agency maintained by the Issuer for such purpose,  as provided in Section 3.2
and shall deliver written notice of conversion,  which shall be substantially in
the Form of Election to Convert as provided for in Section  2.15, to such office
or agency.  The notice shall be  accompanied  by payments in respect of transfer
taxes, if required  pursuant to Section 11.6.  Such notice once given,  shall be
irrevocable and may not be withdrawn.  Each Security  surrendered for conversion
shall,  unless the shares of Common Stock  deliverable  on conversion  are to be
issued in the same name as the  registration of such Security,  be duly endorsed
by or be accompanied by instruments  of transfer,  in form  satisfactory  to the
Issuer,  duly executed by the Holder or such Holder's duly authorized  attorney,
and by any  payment  required  pursuant  to this  Section  11.3.  As promptly as
practicable after the surrender of such Security and notice,  as aforesaid,  the
Issuer  shall  deliver or cause to be delivered at such office or agency to such
Holder, or on such Holder's written order, a certificate or certificates for the
number of full shares of Common Stock  deliverable  upon the  conversion of such
Security or portion  thereof in accordance  with the  provisions of this Article
and a check or cash in respect of any fractional  interest in respect of a share
of Common Stock  arising upon such  conversion  as provided in Section  11.4. In
case any Security of a denomination  greater than the minimum  denomination  for
Securities of the applicable series shall be surrendered for partial conversion,
the Issuer shall  execute and register and the Trustee  shall  authenticate  and
deliver  to or upon  the  written  order of the  Issuer  and the  Holder  of the
Security  so  surrendered,  without  charge to such  Holder,  a new  Security or
Securities  of the same  series  in  authorized  denominations  in an  aggregate
principal amount equal to the unconverted  portion of the surrendered  Security.
Each  conversion  shall be deemed to have been  effected as of the date on which
such Security shall have been  surrendered  (accompanied  by the funds,  if any,
required by the last paragraph of this Section) and such notice  received by the
Issuer,  as  aforesaid,  and the  person or  persons  in whose name or names any
certificate or certificates for shares of Common Stock shall be registrable upon
such  conversion  shall  become on said date the  holder of record of the shares
represented thereby, provided, however, that any such surrender on any date when
the stock  transfer  books of the Issuer  shall be closed shall  constitute  the
person in whose name the  certificates are to be registered as the record holder
thereof for all purposes on the next succeeding day on which such stock transfer
books are open, but such conversion  shall be at the Conversion  Price in effect
on the date upon which such Security shall have been so surrendered.

          Any Security or portion thereof  surrendered for conversion during the
period from the close of business  on the record date for any  interest  payment
date to the opening of business on such interest payment date shall (unless such
Security  or  portion  thereof  being  converted  shall  have  been  called  for
redemption  or  submitted  for  repayment  on a  date  during  such  period)  be
accompanied by payment, in legal tender or other funds acceptable to the Issuer,
of an amount equal to the interest  otherwise  payable on such interest  payment
date on the principal amount being converted;  provided,  however,  that no such
payment need be made if there shall exist at the time of conversion a default in
the payment of interest on the applicable series of Securities.  An amount equal
to such payment shall be paid by the Issuer on such interest payment date to the
Holder of such  Security on such record  date;  provided,  however,  that if the
Issuer shall default in the payment of interest on such  interest  payment date,
such amount shall be paid to the Person who made such required  payment.  Except
as provided  above in this  Section,  no  adjustment  shall be made for interest
accrued on any Security converted or for dividends on any shares issued upon the
conversion of such Security as provided in this Article.

          SECTION 11.4 Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock shall be delivered upon conversion of Securities. If more
than one Security  shall be  surrendered  for conversion at one time by the same
Holder,  the number of full shares of Common  Stock  which shall be  deliverable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Securities (or specified portions thereof to the extent permitted hereby)
so  surrendered.  Instead of any fraction of a share of Common Stock which would
otherwise be deliverable  upon the conversion of any Security,  the Issuer shall
pay to the Holder of such  Security an amount in cash  (computed  to the nearest
cent, with one-half cent being rounded upward) equal to the same fraction of the
closing price  (determined in the manner provided in Section  11.5(a)(v)) of the
Common  Stock  on the  Trading  Day (as  defined  in  Section  11.5(a)(v))  next
preceding the date of conversion.

          SECTION 11.5 Conversion Price Adjustments; Effect of Reclassification,
Mergers,  Consolidations  and Sales of Assets. (a) The Conversion Price shall be
adjusted from time to time as follows:

                    (i) In case the Issuer  shall (x) pay a  dividend  or make a
          distribution  on the  Common  Stock in  shares of  Common  Stock,  (y)
          subdivide the outstanding Common Stock into a greater number of shares
          or (z) combine the  outstanding  Common Stock into a smaller number of
          shares,  the Conversion  Price shall be adjusted so that the Holder of
          any Security  thereafter  surrendered for conversion shall be entitled
          to receive  the number of shares of Common  Stock of the Issuer  which
          such Holder  would have owned or have been  entitled to receive  after
          the happening of any of the events  described  above had such Security
          been converted  immediately  prior to the record date in the case of a
          dividend  or  the  effective  date  in  the  case  of  subdivision  or
          combination.  An  adjustment  made pursuant to this  subparagraph  (i)
          shall become effective  immediately  after the record date in the case
          of a dividend,  except as provided in  subparagraph  (vii) below,  and
          shall become  effective  immediately  after the effective  date in the
          case of a subdivision or combination.

                    (ii) In case the Issuer  shall  issue  rights or warrants to
          all  holders of shares of Common  Stock  entitling  them (for a period
          expiring  within 45 days after the  record  date  mentioned  below) to
          subscribe for or purchase  shares of Common Stock at a price per share
          less than the  current  market  price  per  share of Common  Stock (as
          defined for purposes of this  subparagraph  (ii) in  subparagraph  (v)
          below),  the Conversion  Price in effect after the record date for the
          determination  of  stockholders  entitled  to receive  such  rights or
          warrants  shall be determined by multiplying  the Conversion  Price in
          effect  immediately  prior  to such  record  date by a  fraction,  the
          numerator  of which  shall be the  number of  shares  of Common  Stock
          outstanding  on such  record  date plus the number of shares of Common
          Stock which the aggregate offering price of the total number of shares
          of Common  Stock so offered  would  purchase  at such  current  market
          price,  and the  denominator of which shall be the number of shares of
          Common  Stock  outstanding  on the record  date for  issuance  of such
          rights or  warrants  plus the  number of  additional  shares of Common
          Stock  receivable  upon  exercise  of such  rights or  warrants.  Such
          adjustment  shall be made  successively  whenever  any such  rights or
          warrants are issued, and shall become effective immediately, except as
          provided in subparagraph (vii) below, after such record date.

                    (iii) In case the Issuer shall  distribute to all holders of
          Common  Stock any shares of capital  stock of the Issuer  (other  than
          Common Stock) or evidences of its  indebtedness  or assets  (excluding
          cash  dividends or  distributions  paid from retained  earnings of the
          Issuer or dividends  payable in Common Stock) or rights or warrants to
          subscribe  for or  purchase  any of its  securities  (excluding  those
          rights or warrants referred to in subparagraph (ii) above) (any of the
          foregoing  being  hereinafter  in this  subparagraph  (iii) called the
          "Assets"),  then,  in each such case,  the  Conversion  Price shall be
          adjusted  so that  the  same  shall  equal  the  price  determined  by
          multiplying the Conversion  Price in effect  immediately  prior to the
          record date for determination of stockholders entitled to receive such
          distribution by a fraction the numerator of which shall be the current
          market price per share (as defined for  purposes of this  subparagraph
          (iii) in  subparagraph  (v) below) of the Common  Stock at such record
          date for  determination  of  stockholders  entitled  to  receive  such
          distribution  less the then fair market  value (as  determined  by the
          Board of Directors,  whose  determination  shall be conclusive) of the
          portion of the Assets so distributed applicable to one share of Common
          Stock,  and the denominator of which shall be the current market price
          per share (as defined in  subparagraph  (v) below) of the Common Stock
          at  such  record  date.   Such  adjustment   shall  become   effective
          immediately, except as provided in subparagraph (vii) below, after the
          record date for the determination of stockholders  entitled to receive
          such distribution.

                    (iv) If, pursuant to subparagraph  (ii) or (iii) above,  the
          number of shares of Common Stock into which a Security is  convertible
          shall have been  adjusted  because the Issuer has declared a dividend,
          or made a distribution,  on the outstanding  shares of Common Stock in
          the form of any right or warrant to purchase securities of the Issuer,
          or the Issuer has issued  any such right or  warrant,  then,  upon the
          expiration of any such unexercised right or unexercised  warrant,  the
          Conversion  Price shall  forthwith be adjusted to equal the Conversion
          Price  that would have  applied  had such right or warrant  never been
          declared, distributed or issued.

                    (v) For the purpose of any computation  under  subparagraphs
          (ii) or (iii)  above,  the  current  market  price per share of Common
          Stock on any date  shall be  deemed  to be the  average  of the  daily
          closing  prices  of  the  Common  Stock  for  the  shorter  of  (i) 30
          consecutive  Trading  Days ending on the last full  Trading Day on the
          exchange or market specified in the second following sentence prior to
          the Time of  Determination  or (ii) the period  commencing on the date
          next succeeding the first public  announcement of the issuance of such
          rights or warrants or such distribution through such last full Trading
          Day  prior  to  the  Time  of   Determination.   The  term   "Time  of
          Determination"  as used  herein  shall  be the  time  and  date of the
          earlier of (x) the  determination of stockholders  entitled to receive
          such rights,  warrants or  distributions  or (y) the  commencement  of
          "ex-dividend"  trading in the Common  Stock on the  exchange or market
          specified in the  following  sentence.  The closing price for each day
          shall be the reported  last sales  price,  regular way, or, in case no
          sale takes place on such day, the average of the reported  closing bid
          and asked  prices,  regular way, in either case as reported on the New
          York Stock  Exchange  Composite  Tape or, if the  Common  Stock is not
          listed or admitted  to trading on the New York Stock  Exchange at such
          time,  on the  principal  national  securities  exchange  on which the
          Common  Stock is listed or  admitted  to trading  or, if not listed or
          admitted to trading on any national securities exchange, on the Nasdaq
          National Market ("NNM") or, if the last sales price or closing bid and
          asked prices for the Common Stock on each such day shall not have been
          reported through NNM, the average of the bid and asked prices for such
          date as furnished by any New York Stock Exchange member firm regularly
          making a market in the Common  Stock  selected for such purpose by the
          Issuer or, if no such quotations are available,  the fair market value
          of the Common Stock as determined by a New York Stock Exchange  member
          firm  regularly  making a market in the Common Stock selected for such
          purpose by the Issuer.  As used herein,  the term  "Trading  Day" with
          respect to Common  Stock  means (x) if the  Common  Stock is listed or
          admitted  for  trading  on the New  York  Stock  Exchange  or  another
          national  securities  exchange,  a day on  which  the New  York  Stock
          Exchange or such other national securities  exchange,  as the case may
          be, is open for  business or (y) if the Common Stock is quoted on NNM,
          a day on which  trades  may be made on NNM or (z)  otherwise,  any day
          other than a Saturday or Sunday or a day on which banking institutions
          in the  State  of New  York  are  authorized  or  obligated  by law or
          executive order to close.

                    (vi) No adjustment in the Conversion Price shall be required
          unless  such  adjustment  would  require an increase or decrease of at
          least 1% in such price; provided,  however, that any adjustments which
          by reason of this  subparagraph (vi) are not required to be made shall
          be  carried   forward  and  taken  into  account  in  any   subsequent
          adjustment.

          All  calculations  under  this  Section  11.5(a)  shall be made to the
          nearest  cent or to the  nearest  .01 of a share,  as the case may be,
          with  one-half cent and .005 of a share,  respectively,  being rounded
          upward.   Anything   in  this   Section   11.5(a)   to  the   contrary
          notwithstanding,  the Issuer shall be entitled to make such reductions
          in the Conversion Price, in addition to those required by this Section
          11.5(a),  as it in its discretion  shall  determine to be advisable in
          order that any stock dividend,  subdivision of shares, distribution of
          rights or warrants to purchase stock or securities, or distribution of
          other assets (other than cash dividends)  hereafter made by the Issuer
          to its stockholders shall not be taxable.

                    (vii) In any case in which  this  Section  11.5(a)  provides
          that an adjustment shall become effective  immediately  after a record
          date for an event,  the Issuer may defer until the  occurrence of such
          event (x) issuing to the Holder of any Security  converted  after such
          record  date and before the  occurrence  of such event the  additional
          shares of Common Stock issuable upon such  conversion by reason of the
          adjustment  required  by such event  over and above the  Common  Stock
          issuable upon such conversion  before giving effect to such adjustment
          and  (y)  paying  to such  holder  any  amount  of cash in lieu of any
          fractional share of Common Stock pursuant to Section 11.4.

                    (viii)  Whenever the Conversion  Price is adjusted as herein
          provided,  the  Issuer  shall  file  with  the  Trustee  an  Officers'
          Certificate,  setting forth the Conversion Price after such adjustment
          and  setting  forth a brief  statement  of the  facts  requiring  such
          adjustment,  which  certificate  shall be  conclusive  evidence of the
          correctness of such adjustment; provided, however, that the failure of
          the  Issuer to file such  Officers'  Certificate  shall not affect the
          legality or validity of any corporate action by the Issuer.

                    (ix)  Whenever  the  Conversion  Price  for  any  series  of
          Securities is adjusted as provided in this Section 11.5(a), the Issuer
          shall cause to be mailed to each Holder of  Securities  of such series
          at its then registered address by first-class mail, postage prepaid, a
          notice of such  adjustment of the Conversion  Price setting forth such
          adjusted  Conversion  Price and the  effective  date of such  adjusted
          Conversion Price; provided, however, that the failure of the Issuer to
          give such  notice  shall not affect the  legality  or  validity of any
          corporate action by the Issuer.

                    (b) (i)  Notwithstanding  any other provision  herein to the
          contrary,  if  any of the  following  events  occur,  namely  (x)  any
          reclassification  or change  of  outstanding  shares  of Common  Stock
          (other than a change in par value,  or from par value to no par value,
          or from no par value to par value,  or as a result of a subdivision or
          combination of the Common  Stock),  (y) any  consolidation,  merger or
          combination  of the Issuer with or into another  entity as a result of
          which  holders of Common  Stock shall be  entitled  to receive  stock,
          securities or other property or assets  (including  cash) with respect
          to or in exchange for such Common Stock, or (z) any sale or conveyance
          of all or  substantially  all of the assets of the Issuer to any other
          entity as a result of which  holders of Common Stock shall be entitled
          to receive stock,  securities or other  property or assets  (including
          cash) with  respect to or in  exchange  for such  Common  Stock,  then
          appropriate provision shall be made by supplemental  indenture so that
          (A) the Holder of any  outstanding  Security that is convertible  into
          Common  Stock shall have the right to convert such  Security  into the
          kind and  amount  of the  shares  of  stock  and  securities  or other
          property or assets  (including  cash) that would have been  receivable
          upon   such   reclassification,    change,   consolidation,    merger,
          combination,  sale,  or conveyance by a holder of the number of shares
          of Common Stock issuable upon conversion of such Security  immediately
          prior  to  such  reclassification,   change,  consolidation,   merger,
          combination,  sale or  conveyance  and (B) the number of shares of any
          such  other  stock  or  securities  into  which  such  Security  shall
          thereafter be convertible  shall be subject to adjustment from time to
          time in a manner and on terms as nearly  equivalent as  practicable to
          the terms of  adjustment  provided for in this  Section,  and Sections
          11.2,  11.3, 11.4, 11.6, 11.7, 11.8 and 11.9 shall apply on like terms
          to any such other stock or securities.

                    (ii) In case of any reclassification or change of the Common
          Stock (other than a  subdivision  or  combination  of its  outstanding
          Common  Stock,  or a change in par value,  or from par value to no par
          value,  or from no par value to par value),  or of any  consolidation,
          merger or combination  of the Issuer with or into another  corporation
          or of the sale or conveyance of all or substantially all of the assets
          of the Issuer, the Issuer shall cause to be filed with the Trustee and
          to be mailed to each Holder of Securities  that are  convertible  into
          shares of Common Stock at such Holder's registered  address,  the date
          on  which  such  reclassification,   change,  consolidation,   merger,
          combination,  sale or conveyance is expected to become effective,  and
          the date as of which it is expected that holders of Common Stock shall
          be entitled to exchange  their Common Stock for stock,  securities  or
          other  property  deliverable  upon  such   reclassification,   change,
          consolidation, merger, combination, sale or conveyance.

          SECTION   11.6  Taxes  on  Shares   Issued.   The  delivery  of  stock
certificates  upon conversion of Securities  shall be made without charge to the
Holder  converting a Security for any tax in respect of the issue  thereof.  The
Issuer  shall not,  however,  be required to pay any tax which may be payable in
respect of any transfer involved in the delivery of stock registered in any name
other than of the Holder of any Security converted,  and the Issuer shall not be
required  to deliver any such stock  certificate  unless and until the person or
persons requesting the delivery thereof shall have paid to the Issuer the amount
of such tax or shall have  established  to the  satisfaction  of the Issuer that
such tax has been paid.

          SECTION  11.7 Shares to be Fully Paid;  Compliance  with  Governmental
Requirements;  Listing of Common Stock.  The Issuer covenants that all shares of
Common Stock which may be delivered upon  conversion of Securities of any series
which are  convertible  into Common  Stock will upon  delivery be fully paid and
nonassessable  by the  Issuer and free from all taxes,  liens and  charges  with
respect to the issue thereof.

          The Issuer covenants that if any shares of Common Stock to be provided
for the purpose of conversion of Securities  hereunder require registration with
or approval of any governmental  authority under any Federal or state law before
such shares may be validly  delivered upon  conversion,  the Issuer will in good
faith and as expeditiously as possible  endeavor to secure such  registration or
approval, as the case may be.

          The Issuer  further  covenants that it will, if permitted by the rules
of the New York Stock  Exchange,  or such other national stock exchange on which
the Common  Stock is listed or admitted to trading or if  permitted by the rules
of Nasdaq if the Common Stock is approved by it for listing or  quotation,  list
and keep  listed  for so long as the  Common  Stock  shall be so  listed on such
exchange  or  Nasdaq,  upon  official  notice  of  issuance,  all  Common  Stock
deliverable  upon  conversion of Securities of any series which are  convertible
into Common Stock.

          SECTION 11.8  Responsibility  of Trustee.  Neither the Trustee nor any
conversion  agent shall at any time be under any duty or  responsibility  to any
Holder of Securities to determine  whether any facts exist which may require any
adjustment  of the  Conversion  Price  applicable  to such  Securities,  or with
respect  to the  nature or  extent of any such  adjustment  when  made,  or with
respect  to the  method  employed,  or herein or in any  supplemental  indenture
provided to be employed,  in making the same,  or whether any such  supplemental
indenture  need be entered into.  Neither the Trustee nor any  conversion  agent
shall be  accountable  with  respect  to the  validity  or value (or the kind or
amount) of any shares of Common Stock,  or of any securities or property,  which
may at any time be delivered  upon the  conversion of any Security;  and neither
the  Trustee nor any  conversion  agent makes any  representation  with  respect
thereto.  Neither the Trustee nor any conversion  agent shall be responsible for
any  failure  of the  Issuer to  deliver  any  shares  of Common  Stock or stock
certificates  or other  securities or property or cash upon the surrender of any
Security  for the  purpose  of  conversion  or for any  failure of the Issuer to
comply with any of the covenants of the Issuer contained in this Article Eleven.

          SECTION 11.9 Covenant to Reserve Shares.  The Issuer covenants that it
will at all times reserve and keep available,  free from pre-emptive rights, out
of its  authorized  but unissued  Common Stock,  such number of shares of Common
Stock as  shall  then be  deliverable  upon the  conversion  of all  Outstanding
Securities of any series of Securities which are convertible into Common Stock.

          SECTION 11.10 Other  Conversions.  If so provided in a Resolution with
respect to the Securities of a series, the principal amount of the Securities of
such series may be convertible  into or exchangeable for other securities of the
Issuer (which other  securities may be issued under this Indenture or otherwise)
or convertible  into or exchangeable  for securities of another Person,  and the
issuance of such  securities  upon any such conversion or exchange shall be made
in accordance with the terms of such Resolution.

                                 ARTICLE TWELVE

                             [INTENTIONALLY OMITTED]





                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS

          SECTION 13.1  Incorporators,  Stockholders,  Officers and Directors of
Issuer  Exempt  from  Individual  Liability.  No  recourse  under  or  upon  any
obligation,  covenant  or  agreement  contained  in  this  Indenture,  or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator,  as such or against any past,  present or future  stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or  through  the  Issuer or any  successor,  under any rule of law,  statute  or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise,  all such liability being expressly waived
and released by the acceptance of the  Securities by the Holders  thereof and as
part of the consideration for the issue of the Securities.

          SECTION 13.2  Provisions  of Indenture for the Sole Benefit of Parties
and Securityholders.  Nothing in this Indenture or in the Securities,  expressed
or implied,  shall give or be  construed  to give to any Person,  other than the
parties  hereto  and  their  successors  and  assigns  and  the  Holders  of the
Securities,  any legal or equitable right,  remedy or claim under this Indenture
or under  any  covenant,  condition  or  provision  herein  contained,  all such
covenants and  provisions  being for the sole benefit of the parties  hereto and
their successors and of the Holders of the Securities.

          SECTION 13.3 Successors and Assigns of Issuer Bound by Indenture.  All
the covenants, stipulations, promises and agreements in this Indenture contained
by  the  Issuer  shall  bind  its  successors  and  assigns,  whether  or not so
expressed.

          SECTION   13.4   Notices   and   Demands   on  Issuer,   Trustee   and
Securityholders.  Any notice or demand which by any provision of this  Indenture
is required or  permitted to be given or served by the Trustee or by the Holders
of  Securities  to or on the  Issuer  may be given or served by being  deposited
postage  prepaid,  first-class  mail,  in a post  office  letter box  (except as
otherwise  specifically provided herein) addressed (until another address of the
Issuer is furnished by the Issuer to the Trustee) to Newmont Mining Corporation,
1700 Lincoln Street, Denver, Colorado 80203, Attention:  Treasurer.  Any notice,
direction,  request or demand by the Issuer or 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  and  received  at its  Corporate  Trust
Office.

          Where this  Indenture  provides  for notice to  Securityholders,  such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first-class  postage prepaid,  to each Securityholder
entitled thereto, at his last address as it appears in the Register. In any case
where notice to  Securityholders  is given by mail,  neither the failure to mail
such  notice,  nor  any  defect  in any  notice  so  mailed,  to any  particular
Securityholder shall affect the sufficiency of such notice with respect to other
Securityholders.  Where this Indenture  provides for notice in any manner,  such
notice may be waived in writing by the Person  entitled to receive  such notice,
either  before or after the event,  and such waiver shall be the  equivalent  of
such  notice.  Waivers  of notice  by  Securityholders  shall be filed  with the
Trustee,  but such filing shall not be a condition  precedent to the validity of
any action taken in reliance upon such waiver.  Notwithstanding  anything to the
contrary  elsewhere in this Indenture as to the giving of notice, any other form
of written notice is sufficient, if received.

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

          SECTION  13.5   Officers'   Certificates   and  Opinions  of  Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall  furnish to the Trustee an Officers'  Certificate  stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed  action have been complied with and an Opinion of Counsel  stating that
in the opinion of such counsel all such conditions  precedent have been complied
with,  except that in the case of any such application or demand as to which the
furnishing of such documents is  specifically  required by any provision of this
Indenture  relating to such  particular  application  or demand,  no  additional
certificate or opinion need be furnished.

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

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

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

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

          SECTION 13.6 Official Acts by Successor Entity.  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 any entity that shall at the time be the lawful sole successor of the Issuer.

          SECTION 13.7  Payments Due on Saturdays,  Sundays and Legal  Holidays.
Except as may be provided  pursuant to Section 2.6 with respect to any series of
Tranche,  if the date of maturity of interest on or principal of the  Securities
of any series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then payment of such interest, if any, or principal
need not be made on such date, but may be made on the next  succeeding  Business
Day with the same  force and  effect as if made on the date of  maturity  or the
date fixed for  redemption  or repayment,  and no interest  shall accrue for the
period from and after such date.

          SECTION 13.8 NEW YORK LAW TO GOVERN.  THIS INDENTURE AND EACH SECURITY
SHALL BE  DEEMED  TO BE A  CONTRACT  UNDER  THE LAWS OF THE  STATE OF NEW  YORK,
WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.

          SECTION  13.9  Counterparts.  This  Indenture  may be  executed in any
number  of  counterparts,   each  of  which  shall  be  an  original;  but  such
counterparts shall together constitute but one and the same instrument.

          SECTION  13.10  Effect of Headings.  The Article and Section  headings
herein and the Table of Contents are for  convenience of reference only, are not
to be considered a part hereof and shall not affect the construction hereof.

          SECTION  13.11  Conflict  with Trust  Indenture  Act. If any provision
hereof limits,  qualifies or conflicts  with a provision of the Trust  Indenture
Act of 1939 that is  required  under  such Act to be a part of and  govern  this
Indenture,  the  latter  provisions  shall  control.  If any  provision  of this
Indenture  modifies or excludes any provision of the Trust Indenture Act of 1939
that may be so modified or  excluded,  the latter  provision  shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.




<PAGE>



          IN WITNESS  WHEREOF,  the parties hereto have caused this Indenture to
be duly executed, all as of May 1, 2001.

                                   NEWMONT MINING CORPORATION


                                   By   /s/  Bruce D. Hansen
                                     -------------------------------------------
                                        Name:   Bruce D. Hansen
                                        Title:  Senior Vice President and
                                                Chief Financial Officer




                                   CITIBANK, N.A.,
                                      as Trustee


                                   By   /s/  John J. Byrnes
                                     -------------------------------------------
                                        Name    John J. Byrnes
                                        Title:  Vice President